AFA INVESTMENT: GOPAC Appeals Order Approving Global Settlement---------------------------------------------------------------Greater Omaha Packing Co., Inc., and its insurers, ContinentalCasualty Company and its North American insurance affiliates,appeals under 28 U.S.C. Sec. 158(a) and Rules 8001 and 8002 of theFederal Rules of Bankruptcy Procedure from the order of the U.S.Bankruptcy Court for the District of Delaware approving therevised global settlement and entered in AFA Investment, Inc., etal.'s bankruptcy cases on July 2, 2013.

The U.S. Bankruptcy Court for the District of Delaware approvedthis month a global settlement signed by (A) AFA Investment Inc.,et al.; (B) the Official Committee of Unsecured Creditors; (C)Term B Loan Lenders; (D) the agent for the second lien lenders;(E) Beef Products Inc.; (F) American Capital Limited; (G) otherprepetition second lien lenders; and (H) Nelia Sanchez, on behalfof herself and others similarly situated.

The settlement provides that:

-- the Term B Loan Claim and the Second Lien Claim are deemedallowed secured claims against the Debtors' estates in an amountno less than $1,400,000 and $74,595,210, respectively.

-- the ACAS Claims are deemed an allowed secured Second LienClaim against the Debtors' estates in the amount of $3,100,000 --which claim is part of the $71,559,210 in Second Lien Obligations? and will be paid on the terms set forth in the Settlement TermSheet and the Third Amendment.

-- The Second Lien Agent is awarded a superpriority adequateprotection claim in the amount of $2,250,000 as adequateprotection for the diminution in value of its security interestconsistent.

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of thelargest processors of ground beef products in the United States.AFA had seven facilities capable of producing 800 million pound ofground beef annually. Revenue in 2011 was $958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%of the common stock and all of the preferred stock.

As of Feb. 29, 2012, the Debtors' books and records on aconsolidated basis, reflected approximately $219 million in assetsand $197 million in liabilities. AFA Foods, Inc., disclosed$615,859,574 in assets and $544,499,689 in liabilities as of thePetition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed sevenmembers to the official committee of unsecured creditors in theDebtors' cases. The Committee has obtained approval to hireMcDonald Hopkins LLC as lead counsel and Potter Anderson &Corroon LLP serves as co-counsel. The Committee also obtainedapproval to retain J.H. Cohn LLP as its financial advisor.

AFA, in its Chapter 11 case, sold plants and paid off the first-lien lenders and the loan financing the Chapter 11 effort.Remaining assets are $14 million cash and the right to filelawsuits.

General Electric Capital Corp. and Bank of America Corp. providedabout $60 million in DIP financing. The loan was paid off inJuly 2012.

In October 2012, the Bankruptcy Court denied a settlement thatwould have released Yucaipa Cos., the owner and junior lender toAFA Foods, from claims and lawsuits the creditors might otherwisebring, in exchange for cash to pay unsecured creditors' claimsunder a liquidating Chapter 11 plan. Under the deal, Yucaipawould receive $11.2 million from the $14 million, with theremainder earmarked for unsecured creditors. Asset recoveriesabove $14 million would be split with Yucaipa receiving 90% andcreditors 10%. Proceeds from lawsuits would be divided roughly50-50.

The review for downgrade reflects Moody's belief that AK Steel'soperating performance will remain challenged by the fundamentalweaknesses affecting the steel industry and that a recovery ofdebt protection metrics to levels that are more appropriate for aB2 rating within the medium term has become increasingly unlikely.The review also incorporates the tightening in AK Steel'sliquidity position given the cash requirements in the secondquarter 2013 and the reduction in the company's cash position toapproximately $58 million at June 30, 2013 from $192 million atMarch 31, 2013 although the company continues to have meaningfulavailability under its $1.1 billion asset backed revolving creditfacility ($858 million available at June 30, 2013).

Moody's estimates that for the 12 months ending June 30, 2013, keymetrics such as debt/EBITDA and EBIT/interest (including Moody'sstandard accounting adjustments) will approximate more than 10.7xand below 0.2x, respectively -- levels that it has indicated wouldexert downward pressure on AK Steel's ratings.

The review will focus on the potential for AK Steel to improveperformance with respect to tons shipped, realized prices, costs,and operating and free cash flow generation capability and whethercredit metrics over the next 12 to 18 months could improve to andbe sustained at levels that are appropriate for a B2 rating. Thereview will also consider the outlook for steel prices and the endmarkets served, capital expenditure requirements, including forMagnetation LLC, funding of pension contributions, and liquidityavailable to meet ongoing requirements.

The principal methodology used in this rating was the Global SteelIndustry Methodology published in October 2012. Othermethodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEApublished in June 2009.

Headquartered in West Chester, Ohio, AK Steel Corporation ranks asa middle tier integrated steel producer in the United States,operating seven steelmaking and finishing plants in Indiana,Kentucky, Ohio and Pennsylvania. The company produces flat-rolledcarbon steels, including coated, cold-rolled and hot-rolledproducts, as well as specialty stainless and electrical steels.Principal end markets include automotive, steel service centers,appliance, industrial machinery, infrastructure, construction anddistributors and converters. The company also holds a 49.9%interest in Magnetation LLC, a company that produces iron oreconcentrate from previously mined ore and through its AK Coalsubsidiary is a developing metallurgical coal mines. Revenues forthe twelve months ending June 30, 2013 were approximately $5.7billion and steel shipments were approximately 5.4 million tons.

ALLIED SYSTEMS: Time to Remove Civil Actions Extended to Sept. 9----------------------------------------------------------------On July 11, 2013, the U.S. Bankruptcy Court for the District ofDelaware entered a fourth order extending the time by which AlliedSystems Holdings, Inc., et al., must file notices of removal ofcivil actions pursuant to 28 U.S.C. Sec. 1452 and Bankruptcy Rule9027, through Sept. 9, 2013.

Allied Systems, through its subsidiaries, provides logistics,distribution, and transportation services for the automotiveindustry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,represented the Debtors in the 2005 case. Allied won confirmationof a reorganization plan and emerged from bankruptcy in May 2007with $265 million in first-lien debt and $50 million in second-lien debt.

The petitioning creditors said Allied has defaulted on payments of$57.4 million on the first lien debt and $9.6 million on thesecond. They hold $47.9 million, or about 20% of the first-liendebt, and about $5 million, or 17%, of the second-lien obligation.They are represented by Adam G. Landis, Esq., and Kerri K.Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

The Company is being advised by the law firms of Troutman Sanders,Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurancecompany Haul Insurance Limited or any of the Company's Mexican orBermudan subsidiaries. The Company also announced that it intendsto seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed inthe case. The Committee consists of Pension Benefit GuarantyCorporation, Central States Pension Fund, Teamsters NationalAutomobile Transporters Industry Negotiating Committee, andGeneral Motors LLC. The Committee is represented by Sidley AustinLLP.

Yucaipa Cos. has 55 percent of the senior debt and took theposition it had the right to control actions the indenture trusteewould take on behalf of debt holders. The state court ruled inMarch 2013 that the loan documents didn't allow Yucaipa to vote.

In March, the bankruptcy court also gave the official creditors'committee authority to sue Yucaipa. The suit includes claims thatthe debt held by Yucaipa should be treated as equity orsubordinated so everyone else is paid before the Los Angeles-basedowner. The judge is allowing Black Diamond to participate in thelawsuit against Yucaipa and Allied directors.

The Debtors say they need the additional time to continue thenegotiations, including mediation, with parties-in-interest whoobjected the Debtors' plan to implement an exit strategy byselling substantially all of their assets pursuant to a sale underSection 363 of the Bankruptcy Code. The Debtors will continue toconfer with their major constituencies to ascertain whether commonground can be reached in this regard.

Allied Systems, through its subsidiaries, provides logistics,distribution, and transportation services for the automotiveindustry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,represented the Debtors in the 2005 case. Allied won confirmationof a reorganization plan and emerged from bankruptcy in May 2007with $265 million in first-lien debt and $50 million in second-lien debt.

The petitioning creditors said Allied has defaulted on payments of$57.4 million on the first lien debt and $9.6 million on thesecond. They hold $47.9 million, or about 20% of the first-liendebt, and about $5 million, or 17%, of the second-lien obligation.They are represented by Adam G. Landis, Esq., and Kerri K.Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

The Company is being advised by the law firms of Troutman Sanders,Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurancecompany Haul Insurance Limited or any of the Company's Mexican orBermudan subsidiaries. The Company also announced that it intendsto seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed inthe case. The Committee consists of Pension Benefit GuarantyCorporation, Central States Pension Fund, Teamsters NationalAutomobile Transporters Industry Negotiating Committee, andGeneral Motors LLC. The Committee is represented by Sidley AustinLLP.

Yucaipa Cos. has 55 percent of the senior debt and took theposition it had the right to control actions the indenture trusteewould take on behalf of debt holders. The state court ruled inMarch 2013 that the loan documents didn't allow Yucaipa to vote.

In March, the bankruptcy court also gave the official creditors'committee authority to sue Yucaipa. The suit includes claims thatthe debt held by Yucaipa should be treated as equity orsubordinated so everyone else is paid before the Los Angeles-basedowner. The judge is allowing Black Diamond to participate in thelawsuit against Yucaipa and Allied directors.

The Replacement DIP Facility was linked to bidding procedures,also approved by the Court with the consent of the major creditorconstituencies other than Yucaipa, for a sale of the Debtors'assets under Section 363 of the Bankruptcy Code. The sale isscheduled for Aug. 14, 2013, with bids due on Aug. 8, 2013.

According to the Debtors, Yucaipa is not specific as to the reliefit is seeking, but the practical consequence of granting theMotion Reconsideration would be to deprive the Debtors of thefunds needed to maintain their operations until the sale processscheduled for August 2013 can be completed and a sale of theDebtors' assets closed. Thus, instead of completing the orderlysales process that the Court, the Debtors and the OfficialCommittee of Unsecured Creditors, among others, agreed would bethe best path forward for the Debtors and their constituents,Yucaipa seeks relief that would result in a forced liquidation, tothe detriment of the Debtors' 1,800 employees and its lenders,customers, vendors, and stakeholders.

The Debtors cited:

1. First, Yucaipa is precluded under the First Lien Agreementfrom filing a motion asserting a purported right, in its capacityas Lender thereunder, to adequate protection

2. Second, Yucaipa is precluded from filing a motion assertinga right to adequate protection under the Requisite Lenderprovisions of the First Lien Credit Agreement.

3. Third, Yucaipa is precluded, by virtue of Bankruptcy CodeSection 364(c), from obtaining the relief sought in the Motion forReconsideration. Yucaipa did not seek a stay of the ReplacementDIP Order. Further, not only have the parties closed theReplacement DIP Loan in good faith reliance on the Court's order,but the majority of its proceeds have been disbursed, mostly topay off the 2012 Yucaipa DIP Facility. Although some of theproceeds remain undisbursed, the entire Replacement DIP Facilitywas entered in order to maintain the Debtors' operations throughthe 363 sale process ? a process that would be de-railed if theReplacement DIP Order were withdrawn or modified after the fact.

4. Fourth, even if Yucaipa were not precluded, in the threeways set forth above, from seeking the relief sought in the Motionfor Reconsideration, Yucaipa would not be entitled to this relief,because the Court did not commit "clear error" in finding that theinterest of Yucaipa, in its capacity as Lender, was adequatelyprotected in the Replacement DIP Order.

As reported in the TCR on July 16, 2013, Yucaipa filed a motionasking the Bankruptcy Court to reconsider its order authorizingthe Debtors to obtain a replacement DIP financing.

According to Yucaipa, which holds $134.8 million in principalamount of first lien debt and $20 million in principal amount ofsecond lien debt, the Court should reconsider its order becausethe Debtors did not present any evidence -- and could not presentthat evidence -- demonstrating that they met their burden ofproviding adequate protection to non-consenting holders ofPrepetition First Lien Debt and Prepetition Second Lien Debt.

Yucaipa's counsel, Michael R. Nestor, Esq., at Young ConawayStargatt & Taylor, LLP, in Wilmington, Delaware, argued that theDebtors failed to prove that the Prepetition First Lien Lendersand Prepetition Second Lien Lenders -- Yucaipa included -- wouldbe adequately protected against the diminution in the value of thePrepetition Lenders' collateral in light of the senior primingliens granted in that collateral by the Replacement DIP Order.

Accordingly, the Replacement DIP Order contravenes the protectionsafforded to Prepetition First Lien Lenders and Prepetition SecondLien Lenders under Section 364 of the Bankruptcy Code and shouldreconsidered and then reversed and/or modified, as applicable,Yucaipa asserted.

Allied Systems, through its subsidiaries, provides logistics,distribution, and transportation services for the automotiveindustry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,represented the Debtors in the 2005 case. Allied won confirmationof a reorganization plan and emerged from bankruptcy in May 2007with $265 million in first-lien debt and $50 million in second-lien debt.

The petitioning creditors said Allied has defaulted on payments of$57.4 million on the first lien debt and $9.6 million on thesecond. They hold $47.9 million, or about 20% of the first-liendebt, and about $5 million, or 17%, of the second-lien obligation.They are represented by Adam G. Landis, Esq., and Kerri K.Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

The Company is being advised by the law firms of Troutman Sanders,Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurancecompany Haul Insurance Limited or any of the Company's Mexican orBermudan subsidiaries. The Company also announced that it intendsto seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed inthe case. The Committee consists of Pension Benefit GuarantyCorporation, Central States Pension Fund, Teamsters NationalAutomobile Transporters Industry Negotiating Committee, andGeneral Motors LLC. The Committee is represented by Sidley AustinLLP.

Yucaipa Cos. has 55 percent of the senior debt and took theposition it had the right to control actions the indenture trusteewould take on behalf of debt holders. The state court ruled inMarch 2013 that the loan documents didn't allow Yucaipa to vote.

In March, the bankruptcy court also gave the official creditors'committee authority to sue Yucaipa. The suit includes claims thatthe debt held by Yucaipa should be treated as equity orsubordinated so everyone else is paid before the Los Angeles-basedowner. The judge is allowing Black Diamond to participate in thelawsuit against Yucaipa and Allied directors.

* First, the Incentive Plan is not necessary because each ofthe Participants is already incentivized to effectuate a sale ofthe Debtors' assets by virtue of the Retention Agreement to whichsuch Participant is a party.

* Second, the Participants already have a fiduciary obligationto maximize the value of the Debtors' assets in a Sale. Noadditional incentives should be required.

* Third, the Bid Deadline in August 8th and the auction (ifone is necessary) is scheduled for August 14th. At this juncture,there is little, if anything, that the Participants can do toinfluence the level of Sale Proceeds to be received by the Debtorspursuant to a Sale.

* Fourth, the bonuses contemplated are grosslydisproportionate to those provided to other key employees of theDebtors pursuant to the Key Employee Retention Program previouslyapproved by the Court.

* Fifth, the design of the proposed incentive Plan (whichrequired the Participant to remain in the Debtors' employ in orderto receive payment) and the arguments presented by Mercer insupport (i.e., the Incentive Plan is necessary to bring theParticipants' compensation in line with "market") evidence thatthe proposed plan is really a retention plan rather than anincentive plan.In any event, according to the Petitioning Creditors, comparisonsto "market" are inapplicable based on the facts and circumstancesof the Debtors' cases.

The Official Committee of Unsecured Creditors of the Debtors alsoopposes the payment of incentive bonuses to certain of theDebtors' senior management, mirroring the same arguments describedby the Petitioning Creditors in their objection.

Moreover, the Teamsters National Automobile Industry NegotiatingCommittee ("TNATINC"), a creditor, party in interest, and thenational negotiating committee of local unions affiliated with theInternational Brotherhood of Teamsters ("IBT") which are theexclusive collective bargaining representatives of over 1000bargaining unit employees of the Debtors, also objects to theKEIP.

TNATINC says that the Court should be particularly sensitive tothe impact any approval of such a plan would have on thebargaining unit employees represented by TNATINC. The morale andcontinuing commitment and work of the Debtors' bargaining unitemployees is essential to maintaining the Debtors' viabilitythrough the current restructuring process. This is no time forunjustified and inappropriate giveaways to insiders.

Allied Systems, through its subsidiaries, provides logistics,distribution, and transportation services for the automotiveindustry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,represented the Debtors in the 2005 case. Allied won confirmationof a reorganization plan and emerged from bankruptcy in May 2007with $265 million in first-lien debt and $50 million in second-lien debt.

The petitioning creditors said Allied has defaulted on payments of$57.4 million on the first lien debt and $9.6 million on thesecond. They hold $47.9 million, or about 20% of the first-liendebt, and about $5 million, or 17%, of the second-lien obligation.They are represented by Adam G. Landis, Esq., and Kerri K.Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

The Company is being advised by the law firms of Troutman Sanders,Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurancecompany Haul Insurance Limited or any of the Company's Mexican orBermudan subsidiaries. The Company also announced that it intendsto seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed inthe case. The Committee consists of Pension Benefit GuarantyCorporation, Central States Pension Fund, Teamsters NationalAutomobile Transporters Industry Negotiating Committee, andGeneral Motors LLC. The Committee is represented by Sidley AustinLLP.

Yucaipa Cos. has 55 percent of the senior debt and took theposition it had the right to control actions the indenture trusteewould take on behalf of debt holders. The state court ruled inMarch 2013 that the loan documents didn't allow Yucaipa to vote.

In March, the bankruptcy court also gave the official creditors'committee authority to sue Yucaipa. The suit includes claims thatthe debt held by Yucaipa should be treated as equity orsubordinated so everyone else is paid before the Los Angeles-basedowner. The judge is allowing Black Diamond to participate in thelawsuit against Yucaipa and Allied directors.

AMBAC FINANCIAL: AAC Hires Goldin Assoc. in Detroit Bankruptcy--------------------------------------------------------------Ambac Assurance Corporation believes that the proposal put forthby the City of Detroit's state-appointed emergency manager, aswell as the failure on the part of the State of Michigan toprotect the status of General Obligation bonds, is harmful toDetroit and the interests of taxpayers in Michigan. A successfulrevitalization of the City will be dependent upon its ability toaccess cost-effective financing in the future, including GeneralObligation funding, the Company said in a July 8, 2013 publicstatement. Such access will be needlessly imperiled as a resultof the emergency manager's approach and the State's apparentsupport thereof.

Ambac has hired Harrison J. Goldin of Goldin Associates, LLC tohelp advise Ambac on Detroit. Mr. Goldin helped lead New YorkCity through its fiscal crisis and revitalization as the electedComptroller of The City of New York.

Mr. Goldin commented: "The State of Michigan is making a graveerror in its support for the proposed treatment of the GeneralObligation bonds previously issued by the City of Detroit that arebacked by a pledge of the City's full faith and credit. Therevitalization of Detroit depends on its ability to re-access thecredit markets in order to finance critical improvements to itsinfrastructure. It is short-sighted to signal to lenders thatthey cannot trust the City's unconditional pledge to repay itsgeneral obligation debts, especially given that the GeneralObligation bonds in question comprise less than 3% of the City'sestimate of its liabilities."

Additionally, in response to investor inquiries on the matter,Ambac confirms that the liabilities associated with its Detroitinsured exposure are obligations of Ambac's general account.Ambac honors general account claims with full, timely payments inaccordance with the terms of such policies. Ambac's currentinsured exposure is summarized below:

Ambac Financial Group, Inc., headquartered in New York City, is aholding company whose affiliates provided financial guarantees andfinancial services to clients in both the public and privatesectors around the world.

Ambac's bond insurance unit, Ambac Assurance Corp., is beingrestructured by state regulators in Wisconsin. AAC is domiciledin Wisconsin and regulated by the Office of the Commissioner ofInsurance of the State of Wisconsin. The parent company is notregulated by the OCI.

Bank of New York Mellon Corp., as trustee to seven different typesof notes, is listed as the largest unsecured creditor, with claimstotaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.Kurtzman Carson Consultants LLC is the claims and notice agent.KPMG LLP is tax consultant to the Debtor.

Bankruptcy Judge Shelley C. Chapman entered an order confirmingthe Fifth Amended Plan of Reorganization of Ambac Financial Group,Inc. on March 14, 2012. The Plan provides for the full payment ofsecured claims and 8.5% to 13.2% recovery for general unsecuredclaims. The second modified version of the confirmed Plan wasdeclared effective on May 1, 2013, with Ambac obtaining bankruptcycourt approval of a $100+ million claims settlement with theInternal Revenue Service.

AMBAC FINANCIAL: Rehabilitator's 3rd Report on Segregated Acct.---------------------------------------------------------------The Rehabilitator of the Segregated Account of Ambac AssuranceCorporation filed the third Annual Report on the Rehabilitation ofthe Segregated Account of Ambac Assurance Corporation on June 5,2013. The Report was filed in the Circuit Court for Dane County,Wisconsin, the Honorable William D. Johnston presiding, and in theU.S. District Court for the Western District of Wisconsin, theHonorable Barbara B. Crabb presiding. Dual filings were made atthe time of filing in light of a pending removal action and motionto remand.

The third Annual Report summarizes and describes certain eventsand developments in the rehabilitation proceeding that haveoccurred since the filing of the previous Annual Report on May 24,2012.

The Report discloses that the total claims-paying resources areestimated at approximately $5.3 billion as of Dec. 31, 2012, a$1 billion increase from estimated claims-paying resources of$6.3 billion as of Dec. 31, 2011. The primary components ofclaims-paying resources are:

A full-text copy of the Third Annual Report of the SegregatedAccount is available at http://is.gd/4uCVJM

About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is aholding company whose affiliates provided financial guarantees andfinancial services to clients in both the public and privatesectors around the world.

Ambac's bond insurance unit, Ambac Assurance Corp., is beingrestructured by state regulators in Wisconsin. AAC is domiciledin Wisconsin and regulated by the Office of the Commissioner ofInsurance of the State of Wisconsin. The parent company is notregulated by the OCI.

Bank of New York Mellon Corp., as trustee to seven different typesof notes, is listed as the largest unsecured creditor, with claimstotaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.Kurtzman Carson Consultants LLC is the claims and notice agent.KPMG LLP is tax consultant to the Debtor.

Bankruptcy Judge Shelley C. Chapman entered an order confirmingthe Fifth Amended Plan of Reorganization of Ambac Financial Group,Inc. on March 14, 2012. The Plan provides for the full payment ofsecured claims and 8.5% to 13.2% recovery for general unsecuredclaims. The second modified version of the confirmed Plan wasdeclared effective on May 1, 2013, with Ambac obtaining bankruptcycourt approval of a $100+ million claims settlement with theInternal Revenue Service.

AMBAC FINANCIAL: Posts $282-Mil. Net Profit in First Quarter------------------------------------------------------------Ambac Financial Group, Inc., in May 2013, posted a first quarter2013 net profit of $282.3 million, as compared to a first quarter2012 net profit of $253.3 million. Relative to first quarter2012, the improvement in first quarter 2013 results was primarilydriven by lower loss and loss expenses, higher net realizedinvestment gains, and income from variable interest entities(VIE's), partially offset by lower net investment income,derivative product revenues, and other income. In addition, areduction to the credit valuation adjustment ("CVA"), resultingfrom the improved perception of Ambac Assurance's credit quality,lowered net income by $99.6 million and $138.1 million for thethree months ending March 31, 2013 and 2012, respectively.

First Quarter 2013 Summary

Relative to the first quarter of 2012,

* Net premiums earned increased $5.3 million to $100.3 million * Net investment income decreased $27.0 million to $85.1 million * Net realized investment gains increased $45.7 million to $46.1 Million * Other income decreased $55.3 million to $9.5 million * Derivative product revenue decreased $47.5 million to a loss of $0.6 million * Income on VIEs increased $23.1 million to $38.3 million * Loss and loss expenses decreased $48.8 million to a net benefit of $51.1 million * Operating and interest expense decreased $12.8 million to $57.6 million

Financial Results

Net Premiums Earned

Net premiums earned for the first quarter of 2012 were $100.3million, up 6% from $95.0 million earned in the first quarter of2012. Net premiums earned include accelerated premiums whichresult from calls and other policy accelerations recognizedduring the quarter. Accelerated premiums were $29.4 million inthe first quarter of 2013, up 86% from $15.8 million in the firstquarter of 2012. The increase in accelerated premiums wasprimarily the result of a negative acceleration on a structuredfinance policy that was terminated during the first quarter of2012. Normal net premiums earned, which exclude acceleratedpremiums, were $70.9 million in the first quarter of 2013, down10% from $79.2 million in the first quarter of 2012. The declinein normal net premiums earned was primarily due to the continuedrun-off of the insured portfolio.

Net Investment Income

Net investment income for the first quarter of 2013 was $85.1million, a decrease of 24% from $112.1 million earned in thefirst quarter of 2012.

Financial Guarantee net investment income declined 20% to $83.9million from $105.2 million which was largely attributable to alower overall invested asset base, partially offset by a greaterpercentage of higher yielding assets, including residentialmortgage backed securities ("RMBS") insured by Ambac AssuranceCorporation ("Ambac Assurance"). Additionally, investment incomefor the first quarter of 2012 benefited from the favorable impactof actual and projected cash flows on certain Ambac Assuranceinsured RMBS. Since the first quarter of 2012, the collection ofinstallment premiums and interest on invested assets was morethan offset by claims payments, including partial claim paymentson Segregated Account policies, commutation payments, and therepurchase of surplus notes in the second quarter of 2012.

Financial Services investment income for the three months endedMarch 31, 2013 was $1.2 million compared to $6.8 million for thefirst quarter of 2012. The decline in Financial Servicesinvestment income was driven primarily by sales of securities tofund payments under investment agreements and the partialrepayment of intercompany loans from Ambac Assurance.

Net Realized Investment Gains

Net realized investment gains were $46.1 million for the threemonths ended March 31, 2013, as compared to $0.4 million for thethree months ended March 31, 2012. The gains were primarilyrelated to recoveries received from a litigation settlementassociated with a previously written off investment in thefinancial services business.

Derivative Products

For the first quarter of 2013, the derivative products businessproduced a net loss of $0.6 million compared to net gains of$47.0 million for the first quarter of 2012. The derivativeproducts portfolio has been positioned to record gains in arising interest rate environment in order to provide a hedgeagainst the impact of rising rates on certain exposures withinthe financial guarantee insurance portfolio. While results inboth periods were primarily attributable to mark-to-market gainsin the portfolio due to rising interest rates, partially offsetby mark-to-market losses resulting from the more favorable viewof Ambac Assurance, the favorable impact of rising interest rateswas greater in the first quarter of 2012. Changes in the CVAincluded in the fair value of financial services derivativeliabilities contributed losses of $30.1 million and $35.3 millionfor the first quarter of 2013 and 2012, respectively.

Other Income

Other income for the three months ending March 31, 2013 was $9.5million as compared to $64.8 million for the three months endedMarch 31, 2012. The change in other income was primarily due tomarket-to-market gains of $61.7 million recognized during thefirst quarter of 2012 relating to Ambac's option to call certainsurplus notes issued by Ambac Assurance. Ambac called thesesurplus notes in the second quarter of 2012.

Income on Variable Interest Entities

Income on variable interest entities for the three months endedMarch 31, 2013 was $38.3 million compared to $15.2 million forthe three months ending March 31, 2012. The gain in both periodswas the result of positive changes in the fair value of VIE netassets.

Financial Guarantee Loss Reserves

Loss and loss expenses for the first quarter of 2013 were a netbenefit of $51.1 million compared to a net benefit of $2.3million for the first quarter of 2012. The net benefit for thethree months ended March 31, 2013 was driven by lower estimatedlosses in the first lien RMBS portfolio.

Loss and loss expenses paid, net of recoveries and reinsurancefrom all policies, amounted to a net recovery of $12.3 millionduring the first quarter of 2013. The amount of actual claimspaid during the period was impacted by the claims paymentmoratorium imposed on March 24, 2010 as part of the SegregatedAccount rehabilitation proceedings. On September 20, 2012, inaccordance with certain rules published by the rehabilitator ofthe Segregated Account (the "Policy Claim Rules"), the SegregatedAccount commenced paying 25% of each permitted policy claim thatarose since the commencement of the claims payment moratorium.Claims permitted in accordance with the Policy Claim Rules in thefirst quarter of 2013 were $418.6 million, including $89.5million relating to the moratorium period, March 24, 2010 throughJuly 31, 2012. At March 31, 2013, a total of $3.6 billion ofpresented claims remain unpaid because of the Segregated Accountrehabilitation proceedings and related court orders.

Loss reserves (gross of reinsurance and net of subrogationrecoveries) as of March 31, 2013 were $6.0 billion, down 1% from$6.1 billion at December 31, 2012. The following table providesloss reserves by bond type:

RMBS loss reserves, including unpaid claims, declined 4% to $3.4billion at March 31, 2013 from $3.6 billion at December 31, 2012.Reserves as of March 31, 2013, are net of $2.5 billion ofestimated representation and warranty breach remediationrecoveries, substantially unchanged from December 31, 2012. AmbacAssurance is pursuing remedies and enforcing its rights, throughlawsuits and other methods, to seek redress for breaches ofrepresentations and warranties and fraud related to various RMBStransactions.

Expenses

Underwriting and operating expenses for the three months endedMarch 31, 2013 were $34.4 million, as compared to $36.5 millionfor the three months ended March 31, 2012. Underwriting andoperating expenses for the three months ended March 31, 2013 weredriven by lower consulting costs, legal fees, and reinsurancecommissions paid, partially offset by higher premium taxes andcompensation expenses. Interest expense was $23.2 million duringthe first quarter of 2013 versus $33.8 million in the firstquarter of 2012. The decrease in interest expense during thefirst quarter of 2013 was primarily attributable to the lower paramount of surplus notes outstanding following Ambac's exercise ofcertain call options on surplus notes in June 2012, and lowerinvestment agreement liabilities outstanding during the period.

Reorganization Items, Net

For purposes of presenting an entity's financial evolution duringa Chapter 11 reorganization, the financial statements for periodsincluding and after filing the Chapter 11 petition distinguishtransactions and events that are directly associated with thereorganization from the ongoing operations of the business.Reorganization items during the three months ended March 31, 2013were $2.1 million as compared to $2.5 million for the threemonths ending March 31, 2012. The decrease was due to lowerprofessional fees incurred following the confirmation of thebankruptcy plan of reorganization in March 2012.

Balance Sheet and Liquidity

Total assets decreased during the first quarter of 2013 to $26.2billion from $27.1 billion at December 31, 2012. The decrease intotal assets was due to declines in VIE assets to $16.8 billionfrom $17.8 billion and premium receivables to $1.5 billion from$1.6 billion, partially offset by an increase in the consolidatednon-VIE investment portfolio to $6.5 billion from $6.3 billion.

During the first quarter of 2013, the fair value of the financialguarantee non-VIE investment portfolio increased by $183.1million to $6.1 billion, as of March 31, 2013. The portfolioconsists primarily of high quality municipal and corporate bonds,asset backed securities, and non-agency RMBS, including AmbacAssurance guaranteed RMBS. The increase in fair value betweenperiods reflects higher valuations, particularly with respect toAmbac Assurance guaranteed RMBS, partially offset by the use ofassets to fund the partial payment of Segregated Accountpermitted policy claims. The fair value of the financial servicesinvestment portfolio was substantially unchanged during the firstquarter.

In accordance with ASC Topic 852 -- Reorganizations, fresh startaccounting principles are to be applied once a company'sreorganization plan is confirmed by the bankruptcy court, andthere are no remaining material contingencies to completeimplementation of the plan. All conditions required for theadoption of fresh start accounting principles were satisfied byAmbac on April 30, 2013. The financial statements as of May 1,2013 and for subsequent periods will report the results of thereorganized company with no beginning retained earnings. A pro-forma balance sheet, with the application of fresh startaccounting principles as of March 31, 2013, is presented inAmbac's quarterly report on Form 10-Q for the quarter ended March31, 2013.

Segregated Account Rehabilitation

The Rehabilitator of the Segregated Account has informed Ambacthat it intends to seek rulings from the IRS as to certain taxissues associated with potential amendments to the SegregatedAccount Rehabilitation Plan. Pursuant to such amendments, surplusnotes would not be issued with respect to the unpaid balance ofpermitted policy claims, but such balance would be recorded bythe Segregated Account as outstanding policy obligations whichwould accrue interest at a rate of 5.1%, compounded annuallyuntil paid. If favorable rulings are received by theRehabilitator from the IRS as to such tax issues, then theRehabilitator would likely file amendments to the SegregatedAccount Rehabilitation Plan to effect such changes. Additionally,the Rehabilitator is considering seeking approval from theRehabilitation Court for the Segregated Account to make cashpayments in excess of 25% of the permitted policy claim amount("Supplemental Payments") with respect to certain insuredsecurities so that cash flow in the related securitization truststhat would have been available to reimburse Ambac Assurance hadit paid claims in full is not diverted to uninsured holders whowould not have received such cash flow if claims had been paid infull. Without making such Supplemental Payments, Ambac Assurancewould likely realize lower levels of reimbursements thancurrently contemplated by our reserves in the relevanttransactions. It is presently anticipated that the Rehabilitatorwill initially identify approximately 14 transactions on whichthe Segregated Account would make Supplemental Payments.

Overview of Ambac Assurance Statutory Results

During the first quarter of 2013, Ambac Assurance generatedstatutory net income of $202.8 million. First quarter 2013results were primarily attributable to premiums earned of $95.2million, net investment income of $92.4 million, and net loss andloss expenses (benefit) of ($59.0) million, partially offset byan increase in impairments of $20.8 million relating tointercompany loans and guarantees of subsidiary liabilities, plusother expenses of $24.3 million. As of March 31, 2013, AmbacAssurance reported policyholder surplus of $159.5 million, upfrom $100.0 million at December 31, 2012. Pursuant to aprescribed accounting practice, the results of the SegregatedAccount are not included in Ambac Assurance's financialstatements if Ambac Assurance's surplus is (or would be) lessthan $100.0 million. As of December 31, 2012, Ambac Assurance'sGeneral Account (the "General Account") did not assume $163.7million of the Segregated Account insurance liabilities under theSegregated Account reinsurance agreement. Since the GeneralAccount's surplus grew in the three months ending March 31, 2013,the amount of liabilities assumed by the General Account from theSegregated Account during the first quarter of 2013 was notcapped. The Segregated Account reported statutory policyholdersurplus of $101.5 million as of March 31, 2013, up from ($61.8)million as of December 31, 2012.

Ambac Financial Group, Inc., headquartered in New York City, is aholding company whose affiliates provided financial guarantees andfinancial services to clients in both the public and privatesectors around the world.

Ambac's bond insurance unit, Ambac Assurance Corp., is beingrestructured by state regulators in Wisconsin. AAC is domiciledin Wisconsin and regulated by the Office of the Commissioner ofInsurance of the State of Wisconsin. The parent company is notregulated by the OCI.

Bank of New York Mellon Corp., as trustee to seven different typesof notes, is listed as the largest unsecured creditor, with claimstotaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.Kurtzman Carson Consultants LLC is the claims and notice agent.KPMG LLP is tax consultant to the Debtor.

Bankruptcy Judge Shelley C. Chapman entered an order confirmingthe Fifth Amended Plan of Reorganization of Ambac Financial Group,Inc. on March 14, 2012. The Plan provides for the full payment ofsecured claims and 8.5% to 13.2% recovery for general unsecuredclaims. The second modified version of the confirmed Plan wasdeclared effective on May 1, 2013, with Ambac obtaining bankruptcycourt approval of a $100+ million claims settlement with theInternal Revenue Service.

AMERICAN AIRLINES: Salt Lake, Michigan Treasurers Balk at Plan--------------------------------------------------------------The Michigan Department of Treasury and The Salt LakeCounty Treasurer are opposing confirmation of the Chapter 11reorganization plan proposed by AMR Corp. and its subsidiaries toget out of bankruptcy protection.

Salt Lake County Deputy District Attorney Zachary Shaw said it is"unclear" from the proposed plan whether the company intends topay its claim as a secured or priority tax claim.

"The county objects to the plan to the extent that it classifiesthe county's claim as a priority tax claim and not a securedclaim," Mr. Shaw said in a court filing.

The Salt Lake County Treasurer asserts a $83,710 claim againstAmerican Airlines Inc., AMR's regional carrier. It holds a lienon a property owned by the carrier for unpaid property taxes fortax year 2001. As of Aug. 15, 2013, the delinquent taxes willtotal $90,561, according to the filing.

AMR filed on April 15 its restructuring plan, which sets out howmuch creditors will recover on their claims.

Under the plan, AMR unsecured creditors with $2.6 billion inclaims and creditors with $6.8 billion in claims backed byaircraft will receive a full recovery. The company'sshareholders will get a 3.5% stake in a combined company with thepotential for additional shares.

The plan is based on AMR's $11 billion merger with US AirwaysGroup Inc. Under the merger, equity in the combined company willbe split, with 72% to AMR's stakeholders and creditors and 28% toUS Airways shareholders.

Judge Sean Lane of U.S. Bankruptcy Court for the SouthernDistrict of New York will hold a hearing on Aug. 15 to considerapproval of the plan.

Separately, Richard Golden, an AMR creditor and trustee for theElsie Z. Golden Trust, asked Judge Lane to temporarily allow hisclaims for the purpose of voting on the restructuring plan.

The Michigan Department of Treasury questioned certain provisionsof the Plan that may prevent it from collecting tax debt from non-debtors in violation of Tax Injunction Act. Specifically, theagency is opposing Articles 10.7 and 10.8, which clear and releasenon-debtors from liabilities, and Article 10.11, which is aspecial provision for governmental units.

The Department further said approval of the plan under theBankruptcy Code is precluded by the treatment proposed for theagency's claims.

"The plan fails to meet all the applicable provisions ofSection 1129(a) and fails to meet the fair and equitable standardrequired for impaired classes," the agency said.

AMR filed on April 15 its restructuring plan, which is based onits $11 billion merger with US Airways Group Inc. Under thedeal, equity in the merged company will be split, with 72% toAMR's shareholders and creditors and 28% to US Airwaysshareholders.

The plan sets out how much creditors will recover on theirclaims. AMR unsecured creditors with $2.6 billion inclaims and creditors with $6.8 billion in claims backed byaircraft will receive a full recovery. The company'sshareholders will get a 3.5% stake in a merged company with thepotential for additional shares.

About American Airlines

AMR Corp. and its subsidiaries including American Airlines, thethird largest airline in the United States, filed for bankruptcyprotection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattanon Nov. 29, 2011, after failing to secure cost-cutting laboragreements. AMR, previously the world's largest airline prior tomergers by other airlines, is the last of the so-called U.S.legacy airlines to seek court protection from creditors.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to theDebtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom LawGroup, Chartered, are on board as special counsel. RothschildInc., is the financial advisor. Garden City Group Inc. is theclaims and notice agent.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced adefinitive merger agreement under which the companies will combineto create a premier global carrier, which will have an impliedcombined equity value of approximately $11 billion. The deal issubject to clearance by U.S. and foreign regulators and by thebankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization thatwill carry out the merger. By distributing stock in the mergedairlines, the plan is designed to pay all creditors in full, withinterest. The hearing before the Court to consider confirmation ofthe Plan is scheduled for Aug. 15, 2013.

AMERICAN AIRLINES: Creditors Challenge Bid to Earmark $331MM------------------------------------------------------------AMR Corp.'s bid to establish a $331 million reserve for disputedclaims is being met with opposition from Mission Funding Epsilonand several other creditors.

The company on July 1 asked for approval from the U.S. BankruptcyCourt in Manhattan to establish a reserve for disputed claims,which assert almost $5 billion. AMR estimates that the allowedamount of the disputed claims subject to the reserve won't exceed$113 million.

In a July 18 filing, Mission Funding said the amount of the poolsuggested is "inadequate and unfair" to holders of disputedclaims.

Mission Funding, which asserts $123 million in claims, said thetotal amount of its claims alone exceeds by over $10 million whatAMR predicts will be the ultimate allowed amount of disputedclaims.

"Approval of the $331 million cap would mean any claim subjectthereto may not receive its full allowed amount," it said.

U.S. Bank asked the bankruptcy court to deny AMR's request to theextent that it prevents the establishment of a reserve for theso-called make-whole amount.

U.S. Bank and AMR have been fighting in court over whether thecompany owes its bondholders, who are represented by the bank, apenalty fee in connection with the prepayment of more than $1.3billion in debt.

To recall, the bankruptcy court ruled in January that the debtcould be repaid without the make-whole. U.S. Bank appealed thatdecision. The bank, arguing the make-whole is due, relied inpart on the so-called 1110 election AMR made early in thebankruptcy.

The term, which is derived from Section 1110 of the BankruptcyCode, requires an airline to decide within 60 days of bankruptcywhether to retain aircraft. If the airline elects to keepaircraft, it must agree to "perform all obligations" under theloan documents.

Judge Sean Lane was slated to hold a hearing on July 25 toconsider approval of the proposed $331 million reserve.

AMR Corp. and its subsidiaries including American Airlines, thethird largest airline in the United States, filed for bankruptcyprotection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattanon Nov. 29, 2011, after failing to secure cost-cutting laboragreements.

AMR, previously the world's largest airline prior to mergers byother airlines, is the last of the so-called U.S. legacy airlinesto seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnectioncarrier serve 260 airports in more than 50 countries andterritories with, on average, more than 3,300 daily flights. Thecombined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billionof total operating revenues for the nine months ended Sept. 30,2011. AMR recorded a net loss of $471 million in the year 2010, anet loss of $1.5 billion in 2009, and a net loss of $2.1 billionin 2008.

AMERICAN AIRLINES: Wins OK for Pillsbury as Special Counsel-----------------------------------------------------------The U.S. Bankruptcy Court in Manhattan gave AMR Corp. and itsaffiliated debtors the go-signal to hire Pillsbury Winthrop ShawPittman LLP as their special counsel.

Pillsbury will assist the company's regional carrier AmericanAirlines Inc. in connection with the new financing obtained bythe carrier from major banks to get out of bankruptcy, which wasapproved by the court in May.

About American Airlines

AMR Corp. and its subsidiaries including American Airlines, thethird largest airline in the United States, filed for bankruptcyprotection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattanon Nov. 29, 2011, after failing to secure cost-cutting laboragreements. AMR, previously the world's largest airline prior tomergers by other airlines, is the last of the so-called U.S.legacy airlines to seek court protection from creditors.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to theDebtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom LawGroup, Chartered, are on board as special counsel. RothschildInc., is the financial advisor. Garden City Group Inc. is theclaims and notice agent.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced adefinitive merger agreement under which the companies will combineto create a premier global carrier, which will have an impliedcombined equity value of approximately $11 billion. The deal issubject to clearance by U.S. and foreign regulators and by thebankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization thatwill carry out the merger. By distributing stock in the mergedairlines, the plan is designed to pay all creditors in full, withinterest. The hearing before the Court to consider confirmation ofthe Plan is scheduled for Aug. 15, 2013.

AMERICAN AIRLINES: NY Port Authority Inks Deal to Settle Claim--------------------------------------------------------------AMR Corp. signed an agreement to settle the claim of the PortAuthority of New York and New Jersey tied to 12 lease contractsthat will be assumed by the company.

Under the deal, both sides agreed to reduce the claim from$1,496,610 to $350,296, and to increase by $160,947 the amountthat should be paid to the port authority to cure AMR's defaultunder the lease contracts. A copy of the agreement is availablefor free at http://is.gd/Qw7e6u

Margaret Taylor Finucane, Esq., and James Begley, Esq., representthe Port Authority of New York and New Jersey. The lawyers canbe reached at:

AMR Corp. and its subsidiaries including American Airlines, thethird largest airline in the United States, filed for bankruptcyprotection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattanon Nov. 29, 2011, after failing to secure cost-cutting laboragreements. AMR, previously the world's largest airline prior tomergers by other airlines, is the last of the so-called U.S.legacy airlines to seek court protection from creditors.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to theDebtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom LawGroup, Chartered, are on board as special counsel. RothschildInc., is the financial advisor. Garden City Group Inc. is theclaims and notice agent.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced adefinitive merger agreement under which the companies will combineto create a premier global carrier, which will have an impliedcombined equity value of approximately $11 billion. The deal issubject to clearance by U.S. and foreign regulators and by thebankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization thatwill carry out the merger. By distributing stock in the mergedairlines, the plan is designed to pay all creditors in full, withinterest. The hearing before the Court to consider confirmation ofthe Plan is scheduled for Aug. 15, 2013.

ARCAPITA BANK: Inks Settlement Agreement on Eurolog Expenses------------------------------------------------------------On July 23, 2013, the U.S. Bankruptcy Court for the SouthernDistrict of New York approved a stipulation and agreed orderentered into by and among the Arcapita Bank B.S.C.(c) and itsaffiliated debtors, the Official Committee of Unsecured Creditors,and Freshfields Bruckhaus Deringer LLP, which settles all issuesrelated to the payment of the Freshfields Invoices (for legal feesand expenses incurred in connection with the Eurolog IPO) withoutfurther litigation.

Pursuant to the Stipulation and Order, the Debtors are authorizedand directed to pay the Settlement Amount of GBP750,231 toFreshfields on the Effective Date of the Second Amended Joint Planof Reorganization of the Debtors, representing a 15% reduction infees from that requested in the Fee Motion. The Settlement Amountwill be an Allowed Administrative Expense Claim (as defined in thePlan) upon entry of this Stipulation and Order.

Under the Stipulation and Order, Freshfields agrees to waive anyclaim against the Debtors and each of the EuroLog Affiliates forfees and expenses incurred by Freshfields due and owing under theEngagement Letter through the date of this Order, even if suchamounts exceed the amounts set forth in the Freshfields Invoices.

Further, Freshfields will not seek payment from any of the Debtorsor their successors, including the Reorganized Debtors (as definedin the Plan), on account of fees or expenses incurred after thedate of this Order for any services rendered by Freshfields thatrelate to (i) the Engagement Letter, or (ii) any transactionsinvolving the EuroLog IPO or the EuroLog Assets.

Within ten (10) business days following entry of the Stipulationand Order, the Debtors will use their best efforts to enter intothe Reimbursement Agreement, which will be in form and substanceacceptable to the Committee, which will obligate certain owners ofthe EuroLog Assets (as defined in the Fee Motion) to reimburse theSettlement Amount to the Debtors; provided, however, that theDebtors' obligation to pay the Settlement Amount to Freshfields asan Allowed Administrative Expense Claim will be absolute and notconditioned upon the Reimbursement Agreement in any way.

As reported in the TCR on March 22, 2013, the Debtors seek toprovide approximately $10.2 million in funding to certain non-Debtor affiliates. Specifically, the Debtors request the Court toconfirm their authority to lend certain amount to their non-DebtorEuroLog Affiliates in accordance with Section 363(c) of theBankruptcy Code. The Company said that as an investment bank,funding investments in portfolio companies fits squarely withinthe Debtors' ordinary course of business, and that even if theCourt disagrees, there is ample support to loan the funds neededto pay the IPO Fees pursuant to Section 363(b) of the BankruptcyCode because doing so constitutes a sound exercise of businessjudgment.

The EuroLog Affiliates own and operate a variety of warehousingassets located throughout Europe, which assets consist of (1)46 warehouse properties with a gross leasable area of approx.15 million square feet that are located in seven countries acrossEurope; (2) six undeveloped real estate parcels located infour countries that are suitable for development of approximately6.6 million square feet of additional leasable area; and (3) agroup of real estate asset management companies with nearly 70employees in eight offices.

According to papers filed with the Court, even though the EuroLogIPO was not completed after launch, each of the IPO Professionalsprovided valuable services that inured to the benefit of theDebtors' estates. Arcapita says that without their efforts, theEuroLog Affiliates would not have been able to file the Intentionto Float and would not have even had the opportunity to launch theEuroLog IPO. The fact that the EuroLog IPO was not completed doesnot in any way detract from the quality and importance of theservices rendered, Arcapita said.

About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment BankB.S.C., along with affiliates, filed for Chapter 11 protection(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,2012. The Debtors said they do not have the liquidity necessaryto repay a US$1.1 billion syndicated unsecured facility when itcomes due on March 28, 2012.

Founded in 1996, Arcapita is a global manager of Shari'ah-compliant alternative investments and operates as an investmentbank. Arcapita is not a domestic bank licensed in the UnitedStates. Arcapita is headquartered in Bahrain and is regulatedunder an Islamic wholesale banking license issued by the CentralBank of Bahrain. The Arcapita Group employs 268 people and hasoffices in Atlanta, London, Hong Kong and Singapore in addition toits Bahrain headquarters. The Arcapita Group's principalactivities include investing on its own account and providinginvestment opportunities to third-party investors in conformitywith Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets undermanagement. On a consolidated basis, the Arcapita Group ownsassets valued at roughly US$3.06 billion and has liabilities ofroughly US$2.55 billion. The Debtors owe US$96.7 million undertwo secured facilities made available by Standard Chartered Bank.

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court forthe Southern District of New York entered its Findings of Fact,Conclusions of Law, and Order confirming the Second Amended JointChapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) andRelated Debtors with respect to teach Debtor other than Falcon GasStorage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With FirstTechnical Modifications) is available at:

BELLISIO FOODS: Moody's Lowers Ratings on New Sr. Debt Facilities-----------------------------------------------------------------Moody's Investors Service downgraded the ratings to B2 from B1 onBellisio Foods, Inc.'s newly proposed senior secured creditfacilities, consisting of a $30 million revolver, a $162 millionterm loan, $20 million CAD term loan and up to $133 milliondelayed draw term loan (DDTL). Concurrently, Moody's affirmed thecompany's Corporate Family Rating and Probability of Defaultrating at B2 and B2-PD, respectively. The downgrade of theproposed credit facility instrument ratings was prompted by achange in the proposed capital structure whereby $25 million ofunrated mezzanine notes will now be repaid concurrent with theclosing of this financing. The repayment reflects a materialreduction of subordinated debt cushion that was provided by themezzanine notes.

The proposed term loans and revolver are expected to refinance thecompany's existing senior secured credit facilities and repay aportion of the existing unrated mezzanine notes, while the DDTL isexpected to provide acquisition financing for the purchase ofOverhill Farms at close. Moody's notes that the DDTL may also bedrawn, subject to certain conditions, for the repayment of theremainder of the company's existing unrated mezzanine notes and tomake permitted acquisitions. The rating outlook is maintained atstable.

The following ratings have been downgraded subject to Moody'sreview of final documentation:

Proposed $20 million CAD senior secured term loan due 2019 at B2 (47%, LGD3). (Formerly part of senior secured term loan due 2019).

The following ratings have been affirmed:

B2 Corporate Family Rating; and

B2-PD Probability of Default Rating.

The following ratings will be withdrawn upon completion of thetransaction:

$170 million first lien term loan due 2017 at B1 (42%, LGD3); and

$30 million first lien revolving credit facility due 2016 at B1 (42%, LGD3).

The outlook is maintained at stable

Ratings Rationale:

The B2 Corporate Family Rating reflects Bellisio's relativelysmall scale, moderately high leverage, narrow product focus, andexposure to commodity input prices. However, the rating benefitsfrom the company's relatively stable cash flow generation andwell-established market position in the value segment of thefrozen dinner and entree market. While the company continues tohave a meaningful dependence on its primary manufacturinglocation, this risk is partially mitigated by the presence ofnewly acquired facilities that enhance the company's geographicreach. The rating also incorporates Bellisio's potential formodest organic growth stemming from new licensing arrangements,growth in its co-packing and private label businesses, and furtherexpansion into the premium segment of dinners and entrees relatedto the Boston Market brand, which increases penetration beyond thevalue segment. The rating also derives support from Bellisio'sgood liquidity profile, which is bolstered by Moody's expectationfor modest free cash flow generation in the next 12 to 18 months.

The B2 ratings on the company's proposed $162 million term loan,$20 million CAD term loan, $133 million DDTL (assuming $101million drawn) and $30 million revolving credit facility reflecttheir first priority lien status on substantially all assets ofthe company and upstream guarantees by all existing and futuresubsidiaries. The CAD facility has a 100% security interest in theCanadian assets of the company and a guarantee from the USborrower. The ratings also benefit from the expected lossabsorption that would be provided by $32 million of mezzaninenotes due 2020 (unrated).

The stable outlook reflects Moody's expectation that financialleverage will moderately improve during the next twelve months.While operating margins remain exposed to commodity pricevolatility, Moody's believes Bellisio will continue to focus oncost management efforts and organic growth initiatives to helpoffset the potential impact of any future cost pressures. Thestable outlook also assumes the company will have limitedintegration issues associated with the acquisition of Overhill.

Upward ratings momentum is currently viewed as unlikely prior to asustained reduction in leverage to 3.0 times, given Moody's viewthat the company's rating is limited by its scale and productdiversification relative to other packaged food companies as wellas its private equity ownership.

The ratings could be downgraded if Bellisio's profitabilitymaterially declines, resulting in a debt-to-EBITDA ratio sustainedabove 5.0 times, or if the company's liquidity profiledeteriorates. Potential causes include the tightening of marginsas a result of the company's inability to pass through largecommodity cost increases or significant missteps in integrationefforts or in implementing new product initiatives.

The principal methodology used in this rating was the GlobalPackaged Goods published in June 2013. Other methodologies usedinclude Loss Given Default for Speculative-Grade Non-FinancialCompanies in the U.S., Canada and EMEA published in June 2009.

Bellisio Foods, Inc. produces more than 200 frozen entrees andsnacks in the value segment under the Michelina's brand, includingAuthentico, Traditional, Lean Gourmet and Zap'Ems Gourmet. Thecompany also has a more limited though increasing presence in thepremium frozen entree arena, in large part due to the BostonMarket brand it has been distributing on behalf of Overhill forthe past two years, and full control of which will come throughthe Overhill acquisition. In addition, the company generatesroughly 20% of its revenues from producing co-packed and privatelabel frozen foods. Centre Partners Management, LLC and affiliatesacquired Bellisio in December 2011. Revenues for the twelve monthsending April 21, 2013 were roughly $370 million.

BERWIND REALTY: Parties Correct Draft Order on Bid to Cancel Liens------------------------------------------------------------------Berwind Realty, LLC, and Banco Popular de Puerto Rico, creditor,ask the U.S. Bankruptcy Court for the District of Puerto Rico to(i) enter an amended order and writ for cancellation of liens, and(ii) order the Puerto Rico Property Registrar, the executivedirector of the Municipal Revenue Collection Center, and thesecretary of the Puerto Rico Treasury Department to perform theactions necessary in the records under their custody to cancel allpre-consummation date liens that appear over the property.

The Debtor and BPPR filed their motion for cancellation ofpre-consummation date liens on June 3, 2013, along with a draftproposed order and writ for cancellation.

The parties were made aware on June 24, that the proposed orderand writ for cancellation of liens contained certain deficiencieswhich needed to be corrected.

In this relation, BPPR submits the proposed amended order and writfor cancellation of pre-transfer date liens for the Court'sanalysis and consideration.

Judge Brian K. Tester of the U.S. Bankruptcy Court for theDistrict of Puerto Rico signed off on an order dated March 28,2013, confirming Berwind's Plan of Reorganization.

BIOVEST INTERNATIONAL: R. Smith Had 4.3% Equity Stake at July 18----------------------------------------------------------------In an amended Schedule 13G filing with the U.S. Securities andExchange Commission, Russell Smith and his affiliates disclosedthat as of July 18, 2013, they beneficially owned 4,257,506 sharesof common stock of Biovest International, Inc., representing 4.26percent of the shares outstanding. A copy of the regulatoryfiling is available for free at http://is.gd/DTVCYB

About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an emerging leader in the field of active personalizedimmunotherapies. In collaboration with the National CancerInstitute, Biovest has developed a patient-specific, cancervaccine, BiovaxID(R), with three clinical trials completed,including a Phase III study, demonstrating evidence of safety andefficacy for the treatment of indolent follicular non-Hodgkin'slymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturingfacility based in Minneapolis, Minnesota, Biovest is publicly-traded on the OTCQB(TM) Market with the stock-ticker symbol"BVTI", and is a majority-owned subsidiary of AccentiaBiopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest International Inc., filed a petition for Chapter 11reorganization (Bankr. M.D. Fla. Case No. 13-02892) on March 6,2013, in Tampa, Florida. The new bankruptcy case was accompaniedby a proposed reorganization plan supported by secured lendersowed about $38.5 million. Total debt is $44.9 million, withassets listed in a court filing as being valued at $4.7 million.About $5.4 million is owing to unsecured creditors, according to acourt paper.

BOMBARDIER INC: CSeries Delay No Impact on Fitch Ratings--------------------------------------------------------Bombardier Inc. (BBD) announced July 24, 2013 that first flight ofits CSeries aircraft would be delayed beyond the revised Julytimeframe and now is expected to occur in the coming weeks. Thedelay reflects additional time needed for testing and softwareintegration. BBD's ratings are not immediately affected by thedelay as the ratings incorporate risks inherent in the developmentof the CSeries and other new programs, according to Fitch Ratings.

BBD previously delayed first flight from the end of 2012 to theend of July. Entry into service for the CS100 is expected to occurapproximately one year later; entry into service for the CS300 isscheduled by the end of 2014. Fitch does not expect the delays toadd substantially to development costs, but BBD may incur somepenalties, and the delay slightly extends the negative cash cycle.

The ratings and Outlook could be negatively affected if there aresignificant future delays or if the aircraft provides lower-than-anticipated benefits related to fuel efficiency, emissions, andnoise which could reduce demand for the aircraft. Suchdevelopments could impair BBD's long-term competitive position andslow the company's return to positive free cash flow which hasbeen negative due largely to high capital spending for the CSeriesprogram.

There are currently 177 firm orders for the CSeries compared toBBD's target of 300 orders by the time the CSeries enters service.The level of new orders during the next year will be important forthe success of the aircraft and BBD's ability to develop a viablemarket for the aircraft. Other development programs include theLearjet 85 and Global 7000 and 8000 aircraft scheduled for entryinto service in 2013 and 2016 -2017, respectively.

CAPITALSOURCE INC: Fitch Puts 'B' IDR on Rating Watch Pos.----------------------------------------------------------Fitch Ratings has placed CapitalSource Inc. (CSE) andCapitalSource Bank's (CSB) ratings, including their respective'BB' long-term Issuer Default Ratings (IDR) and CSB's 'B' short-term IDR on Rating Watch Positive. The action follows theannouncement that PacWest Bancorp (PACW) and CSE have entered intoa definitive agreement and plan of merger. The merger is expectedto be completed in the first quarter of 2014 and Fitch wouldexpect to resolve the Rating Watch by the end of first quarter2014.

PACW is acquiring CSE for approximately $2.3 billion. CSEshareholders will receive a combination of $2.47 per share in cashand .2837 shares of PACW common stock. The combined company isexpected to be approximately double the size of CSE. Pro forma atJune 30, 2013, the combined consolidated company had approximately$15.4 billion in assets. Five representatives from CSE will be onthe board of the combined company, which will have 13 totaldirectors.

KEY RATING DRIVERS

Fitch currently only rates CSE and the ratings were last affirmedin April 2013 (see Fitch press release, 'Fitch Takes Rating Actionon U.S. Niche Real Estate Banks Following Industry Peer Review'dated April 10, 2013). The agency has previously noted animprovement in asset quality, a return to profitability in 2012and CSB's solid capital base as key credit strengths.

At June 30, 2013, CSB had Tier 1 leverage and total risk basedcapital ratios of 13.51%, and 16.18%, respectively.

CSE's primary rating constraint has been the company's fundingprofile, which is somewhat limited since its deposit base isprimarily comprised of retail time deposits. These deposits aregenerally rate-sensitive and shorter-term relative to its loanbook.

RATING SENSITIVITIES

The merger is subject to approval by bank regulatory authoritiesand the stockholders of both companies. The ratings of CSE, uponcompletion of the merger, will be driven by the combined pro formafinancials of CSE and PACW.

Fitch believes positive ratings momentum for CSE could be drivenby the potential for an improved funding profile, improved loanportfolio diversification, profitability of the combinedcompanies, and a broader and more diversified franchise.

Despite the aforementioned attributes of the merger, ratingsuplift could be mitigated by weakness or deterioration in assetquality performance at the two companies, further compression ofnet interest margin (NIM) beyond expectations resulting innegative operating performance, as well as lower capital levels ona tangible and risk-adjusted basis. The TCE ratio for CSE atJune 30, 2013 was 12.97% and is expected to be 10.4%-10.6% on acombined pro forma consolidated basis at 2013 year end. Inaddition, integration risk associated with the transaction couldnegatively impact operating results and yield negative ratingactions.

According to the report, U.S. Bankruptcy Judge Marci B. McIvor inDetroit granted the company's request to divest its interest inthe banks and other assets through one or more sales, according tocourt documents filed July 15.

"Time is of the essence," Judge McIvor wrote in an order approvingCapitol Bancorp's request. The approved procedures "will ensure acompetitive and efficient bidding process and they will enhancethe debtor's ability to maximize the value of their assets for thebenefit of creditors," she said.

The report discloses that any competing bidders would have tosubmit an offer within 10 days of when a sale hearing is scheduledto seek approval of a sale.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a community banking company with a network of individual banks andbank operations in 10 states and total consolidated assets ofroughly $2.0 billion as of June 30, 2012. CBC owns roughly 97% ofFCC, with a number of CBC affiliates owning the remainder. FCC,in turn, is the holding company for five of the banks in CBC'snetwork. CBC is registered as a bank holding company under theBank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,et seq., and trades on the OTCQB under the symbol "CBCR."

In its petition, Capitol Bancorp scheduled $112,634,112 in totalassets and $195,644,527 in total liabilities. The petitions weresigned by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed$1.749 billion in total assets, $1.891 billion in totalliabilities, and a stockholders' deficit of $141.8 million.

Prepetition, the Debtor arranged a reorganization plan that wasaccepted by the requisite majorities of creditors and equityholders in all classes. Problems arose when affiliates ofValstone Partners LLC declined to proceed with a tentativeagreement to fund the reorganization by paying $50 million forcommon and preferred stock while buying $207 million in faceamount of defaulted commercial and residential mortgages.

CAROLINA BEVERAGE: Moody's Retains B3 CFR on $10MM Debt Increase----------------------------------------------------------------Moody's Investors Service said that the upsizing of CarolinaBeverage Group's new secured notes from $120 million to $130million is a credit negative but has no effect on the B3 CorporateFamily Rating, Caa1 2nd lien note rating or stable outlook.

Carolina Beverage Group, LLC has upsized its senior secured notesby $10 million and will use the proceeds to increase the size ofits dividend and repurchase stock from minority equity partners.Upsizing the deal by a modest amount is a credit negative becauseit will increase leverage (debt to EBITDA). As a result, Moody'santicipates that leverage will now be in the high 4 times rangeover the next twelve to eighteen months rather than the low to mid4 times range originally expected. However, increased financialleverage is unlikely to put downward pressure on the rating unlessit approaches 5.5 times. Therefore, the B3 CFR, Caa1 note ratingand stable outlook all remain unchanged. However, as a result ofthe $10 million increase in the 2nd lien notes, the loss-given-default (LGD) point estimate of the notes changed from LGD4 (62%)to LGD4 (61%).

Rating Rationale:

CBG's B3 corporate family rating reflects its small scale as abeverage co-packer with approximately $100 million revenue infiscal year 2012, and significant customer concentration as thecompany's top two customers accounted for approximately 90% ofCBG's sales. Magnifying the customer concentration risk, theenergy drink category has been subject to ongoing negative pressand lawsuits alleging that energy drinks pose a major health risk.

The stable outlook reflects Moody's expectation that CBG's smallscale and high customer concentration will limit upward ratingmomentum for some time. However, Moody's expects that creditmetrics will improve after the plant expansion and that debt toEBITDA, which is around five times pro forma for the transaction,will decline to the mid to high four times range in the nexttwelve-to-eighteen months.

The rating may be upgraded if the company gains greater scale, aswell as greater customer and geographic diversification. Anupgrade would also require CBG to sustain positive free cash flowand de-lever such that debt/EBITDA is sustained below 4.0 timesand EBIT to interest exceeds 2.0 times.

A downgrade could occur if operating performance deteriorates suchthat sales growth weakens materially, free cash flow is negative,debt to EBITDA is sustained materially above 5.5 times, or EBIT tointerest approaches one times. Aggressive shareholder returns,debt-financed acquisitions, a loss of a key customer, or weakenedliquidity could also lead to a downgrade.

Carolina Beverage Group, LLC ("CBG"), majority owned by SunTxCapital Partners, is a leading manufacturer of specialty andfunctional beverages in North America. Its two largest customersconstitute approximately 90% of CBG's volume.

The principal methodology used in this rating was the Global SoftBeverage Industry published in May 2013. Other methodologies usedinclude Loss Given Default for Speculative-Grade Non-FinancialCompanies in the U.S., Canada and EMEA published in June 2009.

CDW LLC: S&P Retains 'B+' Rating Following Proposed $190MM Add-On-----------------------------------------------------------------Standard & Poor's Ratings Services said that its 'B+' issue-levelrating on CDW LLC's term loan B facility maturing April 2020 isunchanged following the proposed $190 million add-on. Therecovery rating remains '3', reflecting S&P's expectation ofmeaningful (50% to 70%) recovery for senior secured debtholders inthe event of default. The company intends to use the proceedsfrom the term loan add-on to partially pay down its seniorsubordinated notes due 2017, and pay related fees and expenses.

S&P's 'B+' corporate credit rating and stable outlook on CDW areunchanged. The ratings reflects S&P's view of CDW's "fair"business risk profile and "aggressive" financial risk profile.S&P believes the company's good market position and consistentEBITDA margins will enable the company to maintain leverage at orbelow the mid-4x level over the next 12 months. Although CDWrecently completed an initial public offering (IPO), in S&P's viewthe 'B+' rating cap for financial sponsor-owned companies willcontinue to apply.

CHINA NATURAL: Court Enters Order for Relief in Involuntary Case----------------------------------------------------------------The Hon. James M. Peck of the U.S. Bankruptcy Court for theSouthern District of New York, on July 9, 2013, entered an orderfor relief placing China Natural Gas, Inc., under bankruptcyprotection.

As reported by the Troubled Company Reporter on July 2, 2013, theDebtor finally consented to the entry of an order for relief underChapter 11 of the U.S. Bankruptcy Code.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filedagainst China Natural Gas by three alleged creditors of theCompany, namely Abax Lotus Ltd., Abax Nai Xin A Ltd., and LakeStreet Fund LP. The Petition was filed in the United StatesBankruptcy Court, Southern District of New York. The Petitionershave claimed in the Involuntary Petition that they have debtstotaling $42,218,956 as a result of the Company's failure to makepayments on the 5 Percent Guaranteed Senior Notes issued in 2008.

The Company previously asked the Court to dismiss the InvoluntaryPetition claiming that it has not been served with valid summons.

The Company's board of directors approved the consent to the entryof an order for relief in response to the Involuntary Petition.

About China Natural

Headquartered in Xi'an, Shaanxi Province, P.R.C., China NaturalGas, Inc., was incorporated in the State of Delaware on March 31,1999. The Company through its wholly owned subsidiaries andvariable interest entity, Xi';an Xilan Natural Gas Co., Ltd., andsubsidiaries of its VIE, which are located in Hong Kong, ShaanxiProvince, Henan Province and Hubei Province in the People'sRepublic of China ("PRC"), engages in sales and distribution ofnatural gas and gasoline to commercial, industrial and residentialcustomers through fueling stations and pipelines, construction ofpipeline networks, installation of natural gas fittings and partsfor end-users, and conversions of gasoline-fueled vehicles tohybrid (natural gas/gasoline) powered vehicles at 0ptmobileconversion sites.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filedagainst the Company by three of the Company's creditors, AbaxLotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.S.D.N.Y. Case No. 13-10419). The Petitioners claimed that theyhave debts totaling $42,218,956.88 as a result of the Company'sfailure to make payments on the 5% Guaranteed Senior Notes issuedin 2008. The Company says it intends to oppose the motion.

COLLEGE BOOK: May Sell Assets to CBR Funding for $4.5MM-------------------------------------------------------The U.S. Bankruptcy Court for the Middle District of Tennesseeauthorized College Book Rental Company, LLC to sell certain assetsto CBR Funding, LLC.

According to the Debtor, no other party has made a competitive bidfor those assets, such that CBR Funding was the only bidder, andthe objections of McGraw-Hill Companies and the other publishersare not well-founded and overruled.

The purchaser, pursuant to an asset purchase agreement, agreed toacquire the assets for $4,500,000 consisting of (i) $4,100,000 inthe form of a credit bid and (ii) the assumed liabilities.

The owners of College Book Rental consented to the Chapter 11 caseand the appointment of a Chapter 11 trustee to run CBR. CBR isco-owned by Chuck Jones of Murray and David Griffin of Nashville,Tenn.

An agreed order for relief under Chapter 11 was entered onOct. 15, 2012. Robert H. Waldschmidt was appointed as trustee thenext day. The Trustee employed Robert H. Waldschmidt, Esq. atHowell & Fisher, PLLC as his counsel.

The Debtor disclosed $17,913,543 in assets and $25,322,442 inliabilities as of the Chapter 11 filing.

CONTINENTAL CAPITAL: Thomas Zaremba Concludes Liquidation---------------------------------------------------------Roetzel & Andress LPA on July 25 disclosed that Thomas S. Zaremba,partner with Roetzel & Andress LPA, has successfully concluded hisduties as Trustee for the liquidation of Continental CapitalInvestment Services and Continental Capital Securities(Continental Capital) pursuant to the Securities InvestorProtection Act (SIPA), which resulted in a 100% recovery byprotected customers of the failed brokerage firms. Theliquidation was necessitated by the Ponzi and other fraudulentschemes conducted by William C. Davis, who is currently serving a188-month federal prison term.

Congress enacted SIPA to protect customers of failed brokeragefirms. The Act is primarily administered by the SecuritiesInvestor Protection Corporation (SIPC), and is the U.S. investor'sfirst line of defense in the event of the failure of a brokeragefirm owing customers cash and securities that are missing fromcustomer accounts. SIPA provides that customers of a failedbrokerage firm receive a pro rata share of all funds recovered bya trustee for customers to satisfy claims for cash and/orsecurities that were held in custody with the broker. Inaddition, if necessary, funds from the SIPC reserve, up to amaximum of $500,000 per customer, are available to satisfy theremaining claims.

In the case of Continental Capital, Trustee Zaremba, and hiscounsel, Roetzel & Andress, worked successfully to recover morethan $5 million that was owed to customers, satisfying allcustomer claims in full. The Trustee and his counsel engaged invarious matters in litigation before Bankruptcy Judge Mary AnnWhipple of the U.S. Bankruptcy Court for the Northern District ofOhio that resulted in the substantial recoveries for ContinentalCapital's customers.

Mr. Zaremba, whose 35-year career has included significant civillitigation and insolvency proceedings, has served as Trustee forthe liquidation since his appointment by Judge James G. Carr ofthe United States District Court for the Northern District of Ohioon September 29, 2003. He was assisted throughout the litigationby lead counsel and Roetzel partner Patricia B. Fugee, who iscertified by the American Board of Certification in Creditors'Rights, as well as numerous other partners, associates and staffmembers with the firm.

About Roetzel

Roetzel -- http://ralaw.com-- is a full-service law firm with more than 220 attorneys in offices located throughout Ohio andFlorida and in Chicago, New York and Washington, D.C. The firmprovides comprehensive legal services to national andinternational corporations, closely held and family-runbusinesses, institutions, organizations and individuals.

The Complaint alleged one cause of action against both theIndividual Defendants and CRM under Section 10(b) of theSecurities Exchange Act, 15 U.S.C. Section 78, and two additionalSecurities Exchange Act claims against the Individual Defendantsalone. The Plaintiffs' claims against the Individual Defendantswere dismissed by Court Order on May 10, 2012. The Court's"decision [wa]s confined to the claims levied against theIndividual Defendants" because the action against CRM had beenstayed when CRM filed a petition for relief under Chapter 11 ofthe Bankruptcy Code.

Thereafter, Plaintiffs filed a motion for reconsideration pursuantto Rule 6.3 of the Local Civil Rules of the Southern District ofNew York, and also a motion for reconsideration pursuant to Rule59(e) of the Federal Rules of Civil Procedure. The Court deniedboth of these motions in an Opinion dated March 4, 2013.

The Plaintiffs now seek to appeal the Court's decision dismissingtheir claims against the Individual Defendants. In a revisedmotion for entry of Rule 54(b) Judgment, the Plaintiffs argue thatthere is no just reason to delay their appeal of the Court'sdecision to dismiss their claims against the IndividualDefendants.

In consideration of the strong prescription against the potentialfor piecemeal appeals discussed in Rule 54(b) and by controllinglegal precedent, and in consideration of the Plaintiffs'representations that a stipulation withdrawing their Proof ofClaim from Bankruptcy Court is forthcoming, District Judge RobertP. Patterson, Jr., denied the Plaintiffs' Rule 54(b) motionwithout prejudice to counsel submitting such a motion after thefiling of a stipulation withdrawing their bankruptcy claim againstCRM.

The case is IN RE CRM HOLDINGS, LTD. SECURITIES LITIGATION, NO. 10CIV 00975 (RPP), (S.D.N.Y.). A copy of the District Court's June14, 2013 Opinion & Order is available at http://is.gd/xOsWK1from Leagle.com.

DELL INC: Price Talks Still Within Fitch Rating Guidance--------------------------------------------------------The increased proposal of $13.75 per share for Dell Inc. fromMichael Dell and Silver Lake would be accommodated at the currentratings guidance range of 'B+' to 'BB-', Fitch Ratings says. Thehigher price would have minimal impact on leverage.

A rumored increase to $14 per share would also be unlikely toimpact the ratings guidance range of 'B+' to 'BB-'. However, thisprice would make the possibility of achieving a 'BB-' much moreremote. Given our expectations for weak results in the upcomingreporting quarter, Fitch expects pro forma leverage to increase toor above 4.5 times (x) under both scenarios.

Should the deal fall through, current proposals from Carl Icahnand affiliates contemplate gross leverage in the 3.5x to 4.0xrange. They also expect to use a large portion of Dell's cashbalances. Fitch has always been concerned about this prospectgiven Dell's large negative working capital balances and thepotential need for future M&A. We would expect an ultimate ratingin the 'B+' to 'BB-' range under an Icahn (or similar)recapitalization proposal, subject to ultimate details and nochange to long-term business strategy.

Fitch believes it is highly unlikely that the deal will fallthrough with no subsequent recapitalization. Fitch moved Dell outof investment grade when the going-private transaction was firstproposed. Under the scenario of no LBO and no recapitalization,ratings would remain out of investment grade at 'BB+'. Thisreflects skepticism that the balance sheet would remainconservative as well as the risks that fixed-income investorswould assume should management once again change course.

DETROIT, MI: Can Enjoy Protections of Bankruptcy------------------------------------------------Michael Bathon, substituting for Bloomberg bankruptcy columnistBill Rochelle, reports that Detroit can enjoy the protections ofbankruptcy, including immunity from lawsuits related to the case,a federal judge ruled, extending that shield to MichiganGovernor Rick Snyder.

According to the report, U.S. Bankruptcy Judge Steven Rhodes July24 in Detroit blocked lawsuits by public employee groups andpension funds who alleged the state overreached in seeking courtprotection from creditors. Such claims must be heard inbankruptcy court, Judge Rhodes said. His ruling gives the citythe opportunity it said it needs to address $18 billion in debtwithout disruptions.

Mr. Kevyn Orr, the city's emergency manager, said that six decadesof economic decline had left Detroit unable to both pay creditors,including retired city workers, in full and provide residentsnecessary services. Bond prices after the ruling indicated thatinvestors are still debating the debt's fate in bankruptcy.Detroit general obligation bonds maturing April 2028 traded afterthe ruling at 81.7 cents on the dollar, the lowest this year, datacompiled by Bloomberg show. Other Detroit general-obligationbonds maturing April 2015 traded as high as 93 cents on thedollar, the highest since March 18.

As public workers protested outside the courthouse July 24,Detroit's attorneys argued that halting current and futurelawsuits against the city, its officials and the Republicangovernor will provide needed breathing room to reorganizeoperations and debts.

The report says that city unions and pension officials claim Gov.Snyder, 54, violated Michigan's constitution by authorizing Mr.Orr to file for bankruptcy. Pension funds for retired cityworkers sued in state court to have the filing declared illegal.Rhodes said that granting the stay on litigation "assists thecourt in making the bankruptcy process more efficient and givesthe court control over all of the issues that will have to beresolved through the course of the bankruptcy."

According to the report, the July 24 hearing was held in Detroit's80-year-old federal district courthouse rather than the bankruptcycourt to accommodate the crowds of lawyers, spectators andreporters the case has drawn. Two protesters outside held ayellow banner that said "Cancel Detroit's Debt."

In Chapter 9, a city gains court protection first and later mustconvince a judge that the filing was proper. To be eligible, amunicipality must show that it can't pay its debts, wants toimplement a plan to adjust its debts and has negotiated in goodfaith with creditors when possible.

About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than $18billion in accrued obligations, sought municipal bankruptcyprotection on July 18, 2013, by filing a voluntary Chapter9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listedmore than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergencymanager, signed the petition. Detroit is represented bylawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seekbankruptcy, in terms of population and the size of the debts andliabilities involved.

The city's $18 billion in debt includes $5.85 billion in specialrevenue obligations, $6.4 billion in post-employment benefits,$3.5 billion for underfunded pensions, $1.13 billion on securedand unsecured general obligations, and $1.43 billion on pension-related debt, according to a court filing. Debt service consumes42.5 percent of revenue. The city has 100,000 creditors and20,000 retirees.

The Debtor is represented by David G. Heiman, Esq., and HeatherLennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,Esq., at Jones Day, in Los Angeles, California; and Jonathan S.Green, Esq., and Stephen S. LaPlante, Esq., at Miller CanfieldPaddock and Stone PLC, in Detroit, Michigan.

DETROIT, MI: Did Not Bargain with All Unions, Labor Chief Says--------------------------------------------------------------Reuters reported that the head of a Detroit labor union said thecity's state-appointed emergency manager did not negotiate withall of the 33 unions in a coalition representing most of thecity's civilian workforce.

According to the report, Al Garrett, president of the AmericanFederation of State, County and Municipal Employees Council 25,contested statements by Emergency Manager Kevyn Orr that he bentover backwards to work with creditors, including the city'spension funds, before filing a bankruptcy petition for Detroit infederal court.

About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than $18billion in accrued obligations, sought municipal bankruptcyprotection on July 18, 2013, by filing a voluntary Chapter9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listedmore than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergencymanager, signed the petition. Detroit is represented bylawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seekbankruptcy, in terms of population and the size of the debts andliabilities involved.

The city's $18 billion in debt includes $5.85 billion in specialrevenue obligations, $6.4 billion in post-employment benefits,$3.5 billion for underfunded pensions, $1.13 billion on securedand unsecured general obligations, and $1.43 billion on pension-related debt, according to a court filing. Debt service consumes42.5 percent of revenue. The city has 100,000 creditors and20,000 retirees.

The Debtor is represented by David G. Heiman, Esq., and HeatherLennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,Esq., at Jones Day, in Los Angeles, California; and Jonathan S.Green, Esq., and Stephen S. LaPlante, Esq., at Miller CanfieldPaddock and Stone PLC, in Detroit, Michigan.

Detroit on July 18 filed for Chapter 9 bankruptcy, the biggest bya U.S. city. According to the report, Michigan Circuit CourtJudge Rosemarie E. Aquilina in Lansing ruled minutes after thefiling that Governor Rick Snyder couldn't authorize furtheractions that would impair or diminish public pension benefits,citing the Michigan constitution. The next day, Judge Aquilinafurther ordered Snyder to direct Detroit emergency manager KevynOrr to immediately withdraw the bankruptcy petition.

The report notes that state officials appealed the orders and theMichigan Court of Appeals granted their motion for immediateconsideration July 23. "The circuit court's July 18, 2013, andJuly 19, 2013, temporary restraining orders and all furtherproceedings are stayed pending resolution of this appeal orfurther order of this court," a three-judge panel said in theruling. An initial hearing in the bankruptcy case is scheduledfor July 24 in U.S. Bankruptcy Court in Detroit.

The report relates that traditionally, a bankruptcy filing stopslitigation against a debtor or attempts to seek payment, and afederal judge wouldn't be required to defer to a state courtruling. Judge Aquilina's orders came in response to threelawsuits in Michigan state court seeking a finding that abankruptcy filing would conflict with the state's constitutionalprotection of public retirees' rights.

The report discloses that under the U.S. Bankruptcy Code, the cityand its officials are entitled to halt most court proceedingsagainst them during the bankruptcy case. U.S. Bankruptcy JudgeSteven W. Rhodes in Detroit agreed to consider the city's requestto extend the protection to unspecified "state entities." Thechallenges include General Retirement System of Detroit v.Emergency Manager of Detroit, 317284, Court of Appeals, State ofMichigan.

Jim Millstein, chairman and chief executive officer of Millstein &Co. and former chief restructuring officer at the U.S. Treasury,says he expects Detroit's bankruptcy to take a long time.

About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than $18billion in accrued obligations, sought municipal bankruptcyprotection on July 18, 2013, by filing a voluntary Chapter9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listedmore than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergencymanager, signed the petition. Detroit is represented bylawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seekbankruptcy, in terms of population and the size of the debts andliabilities involved.

The Debtor is represented by David G. Heiman, Esq., and HeatherLennox, Esq., at JONES DAY, in Cleveland, Ohio; Bruce Bennett,Esq., at JONES DAY, in Los Angeles, California; and Jonathan S.Green, Esq., and Stephen S. LaPlante, Esq., at MILLER CANFIELDPADDOCK AND STONE PLC, in Detroit, Michigan.

DEWEY STRIP: Wants to Employ NWA as Lead Counsel------------------------------------------------Dewey Strip Holdings, LLC, et al., ask the U.S. Bankruptcy Courtfor the District of Delaware for authorization to employ Neal Wolf& Associates, LLC, as restructuring and bankruptcy counsel,effective retroactive to the Petition Date.

NW&A will provide these services, among others:

-- Advise the Debtors with respect to their rights, powers, andduties as debtors-in-possession;

-- Advise the Debtors with respect to such matters as, withoutlimitation, the automatic stay, obtaining of credit, use ofproperty of the estate, assumption and/or rejection of executorycontracts and unexpired leases, avoidance actions, sales ofassets, claims belonging to and against the estate, andformulation of a plan of reorganization;

-- Attend meetings and negotiate with representatives ofcreditors and other parties-in-interest; and

-- Take all appropriate action to protect and preserve theDebtors' estates, including, without limitation, prosecutingactions on the Debtors' behalf, defending any action commencedagainst the debtors, and representing the Debtors' interest innegotiations concerning litigation in which the Debtors are orbecome involved, including objections to claims filed against theDebtors' estate.

NW&A and the Debtors have agreed upon an aggregate "flat fee" of$350,000, for work done pre-petition and post-petition, for theprosecution to completion of both Chapter 11 cases. According topapers filed with the Court, over one year prior to thecommencement of the Chapter 11 cases, on Feb. 16, 2012,International Power Syndications, Ltd., an affiliate and solemember of each of the Debtors, provided NW&A with an initialpayment of $250,000 for services performed both pre-petition andpost-petition relating to the Debtors. The remaining $100,000 isto be paid by IPS at the conclusion of the Chapter 11 cases. Thisfee agreement is not in any way tied to, or contingent upon, theresults obtained in the Chapter 11 cases, according to theDebtors.

Each debtor, a Single Asset Real Estate as defined in 11 U.S.C.Sec. 101(51B), estimated at least $10 million in assets and atleast $100 million in liabilities. In its schedules, Dewey StripHoldings disclosed $35,000,000 and $243,573,461 in liabilities asof the Petition Date.

-- Preparing on behalf of the Debtors, as debtors inpossession, all necessary or appropriate motions, applications,answers, orders, reports, and other papers in connection with theadministration of the Debtors' estates;

-- Appearing in Court on behalf of the Debtors; and

-- Taking all necessary or appropriate actions to protect andpreserve the Debtors' estates, including the protection of actionson the Debtors' behalf, the defense of any anctions commencedagainst the Debtors, the negotiation of disputes in which theDebtors are involved.

To the best of the Debtors' knowledge, Womble Carlyle is a"disinterested person" as that term id denied in Section 101(14)of the Bankruptcy Code.

The Debtors initially paid Womble Carlyle the amount of a $50,000retainer and advance. Womble Carlyle applied a portion of theRetainer to the Firm's pre-petition fees and expenses. Theremainder of the Retainer will be held as security for post-petition payment of fees and expenses allowed by the Court in theChapter 11 cases.

Each debtor, a Single Asset Real Estate as defined in 11 U.S.C.Sec. 101(51B), estimated at least $10 million in assets and atleast $100 million in liabilities. In its schedules, Dewey StripHoldings disclosed $35,000,000 and $243,573,461 in liabilities asof the Petition Date.

The petitions were signed by Martin H. Walrath, IV, vice-presidentof International Property Syndications, Ltd., as manager and solemember.

DISH NETWORK: AutoHop Feature May Have Long-Term Negative Effects-----------------------------------------------------------------Moody's Investors Service said that the Ninth Circuit Court ofAppeals' upholding of the prior ruling denying an injunctionagainst DISH Network's (Ba3 CFR, negative outlook) AutoHopfeature, is favorable to DISH in the short term, but thedisruptive nature of the ad-skipping feature may ultimately hurtDISH in the long-run when it faces affiliate agreement renewalswith broadcasters. The case remains open pending the trial.

AutoHop is disruptive to the core revenue model of broadcast andcable television networks, which rely on advertising for over 40-60% of their total revenue. If the feature becomes widespreadamongst other pay-TV distributors, networks will not besufficiently compensated for their content, the cost of which iscurrently subsidized by advertising revenue. Therefore, Moody'sbelieves that the networks will likely seek to make up for lostrevenue by asking for higher fees than typical in the next roundof distribution negotiations, at a time when pay-TV distributorsare struggling to contain programming costs which they can nolonger pass off to their customers. Or they will seek to limit theuse of AutoHop, which will cause any rulings allowing it to becomeirrelevant.

By disturbing the content distribution eco-system that it is apart of, DISH may end up facing contentious retransmission anddistribution negotiations and have to pay higher fees, which maybear a greater cost than the benefit provided by the AutoHopfeature. While DISH may seek to improve its subscriber additionsand retention in the near term by providing consumer friendlyfeatures, if already difficult retransmission negotiations becomemore challenging, result in higher programming fees and result inmore stations temporarily going off DISH's service, Moody's hasconcerns that this may hamper its value proposition for customerswho prioritize continuous service over disrupted service withextra bells and whistles.

DISH is the third largest pay television provider in the UnitedStates, operating satellite services with approximately 14.1million

DOGWOOD PROPERTIES: Creditor Seeks Stay Relief; Hearing on Aug. 14------------------------------------------------------------------The U.S. Bankruptcy Court for the Western District of Tennesseecontinued until Aug. 14, 2013, at 10 a.m., the hearing to considerthe motion for relief from stay in the Chapter 11 case of DogwoodProperties, G.P., filed by creditor RREF RB etc.

In a separate filing, the Court approved a consent order betweenthe Debtor and Paragon National Bank terminating the automaticstay regarding certain properties. The Debtor said that it has noequity in the collateral and is not necessary to the Debtor'sreorganization. The subject obligations of the Debtor are alsopersonally guaranteed by John McCreery and Phil Chamberlain.

Pursuant to the consent order, Paragon agreed to release theguarantors of their obligations on the Debtor's debt. Guarantors,Messrs. McCreery and Chamberlain have other obligations withcreditor that will not be affected by the agreement.

Dogwood Properties, G.P., owns and operates 110 single-familyrental homes, all located in Shelby and DeSoto counties inTennessee. The total value of its real estate holdings isestimated to be $9,985,000. Dogwood has nine secured lenders whoare owed a total of approximately $14,486,000.

The Plan filed in the Debtor's case provides that the Debtorcontinue operating under existing management. Brad Rainey,individually, will remain the president of the Debtor. TheDebtor's property will be managed by Reed & Associates and membersof the Debtor's staff. The Plan provides that claims will be paidfrom future operations and the collection of rents.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead CaseNo. 11-38111) on Nov. 7, 2011, to implement an agreement with agroup of investors holding more than $1.4 billion of senior notesissued by Dynegy's direct wholly-owned subsidiary, DynegyHoldings, regarding a framework for the consensual restructuringof more than $4.0 billion of obligations owed by DH. If thisrestructuring support agreement is successfully implemented, itwill significantly reduce the amount of debt on the Company'sconsolidated balance sheet. Dynegy Holdings disclosed assets of$13.77 billion and debt of $6.18 billion.

Dynegy Holdings and its affiliated debtor-entities are representedin the Chapter 11 proceedings by Sidley Austin LLP as theirreorganization counsel. Dynegy and its other subsidiaries arerepresented by White & Case LLP, who is also special counsel tothe Debtor Entities with respect to the Roseton and Danskammerlease rejection issues. The financial advisor is FTI Consulting.

Dynegy Holdings and its parent, Dynegy Inc., completed theirChapter 11 reorganization and emerged from bankruptcy Oct. 1,2012. Under the terms of the DH/Dynegy Plan, DH merged with andinto Dynegy, with Dynegy, Inc., remaining as the surviving entity.

EDISON MISSION: Lease Decision Period on Unexpired Leases Extended------------------------------------------------------------------On July 17, 2013, the U.S. Bankruptcy Court for the NorthernDistrict of Illinois entered an order authorizing (a) agreed uponextensions of time for Edison Mission Energy, et al.'s to assumeor reject certain unexpired leases of nonresidential propertythrough the applicable Extension Dates; and (b) the Debtors' entryinto and performance of all obligations under the Santa AnaAmendment to the Santa Ana Lease.

A copy of The Extended Leases and The Form of the Santa Ana LeaseAmendment is available at:

Santa Ana, California-based Edison Mission Energy is a holdingcompany whose subsidiaries and affiliates are engaged in thebusiness of developing, acquiring, owning or leasing, operatingand selling energy and capacity from independent power productionfacilities. EME also engages in hedging and energy tradingactivities in power markets through its subsidiary Edison MissionMarketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of EdisonInternational. Edison International also owns Southern CaliforniaEdison Company, one of the largest electric utilities in theUnited States.

EME has reached an agreement with the holders of a majority ofEME's $3.7 billion of outstanding public indebtedness and itsparent company, Edison International EIX, that, pursuant to a planof reorganization and pending court approval, would transitionEdison International's equity interest to EME's creditors, retireexisting public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed$8.17 billion in total assets, $6.68 billion in total liabilitiesand $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets ofassets of $5,721,559,170 and total liabilities of $6,202,215,094as of the Petition Date.

An official committee of unsecured creditors has been appointed inthe case and is represented by the law firms Akin Gump and PerkinsCoie. The Committee also has tapped Blackstone Advisory Partnersas investment banker and FTI Consulting as financial advisor.

EME said it doesn't plan to emerge from Chapter 11 until December2014 to receive benefits from a tax-sharing agreement with parentEdison International Inc.

According to the Termination Notice, the Transaction SupportAgreement will automatically terminate and be of no further forceand effect as to the Consenting Noteholders, effective as ofAugust 1, 2013 at 11:59 p.m. (prevailing Eastern Time).

Reference is made to that certain Transaction Support Agreement,dated December 16, 2012, by and among Edison Mission Energy,Edison International ("EIX"), and the holders of the Company'ssenior unsecured notes party thereto. Capitalized terms usedherein and not otherwise defined herein shall have the meaningsattributed to such terms in the Transaction Support Agreement.

Among other things, the undersigned Consenting Noteholders herebynotify EIX and the Company of certain Required ConsentingNoteholder Termination Events under Section 8 of the July 25, 2013Transaction Support Agreement have occurred. Pursuant to Section8(h) of the Transaction Support Agreement, (i) the Parties havenot agreed to the terms of the MRA and MRA Agreements within one-hundred fifty (150) calendar days after the Petition Date, and(ii) an order of the Bankruptcy Court approving the SettlementTransaction has not been entered by two-hundred ten (210) daysafter the Petition Date.

Accordingly, as a result of this Termination Notice, theTransaction Support Agreement will automatically terminatepursuant to Section 8 thereof, and all obligations of theConsenting Noteholders will immediately terminate and be of nofurther force and effect as to the Consenting Noteholderseffective as of 11:59 p.m., prevailing Eastern Time, on the datethat is five (5) business days from the date hereof--i.e.,August 1, 2013.

This Termination Notice is without prejudice to the rights of theConsenting Noteholders to give notice of other termination events,whether before or after the date of this Termination Notice, andwithout prejudice to other rights and remedies of the ConsentingNoteholders under the Transaction Support Agreement with respectto any breach or termination thereunder, all of which rights areexpressly reserved.

Regards,

[Consenting Noteholder signatures follow]

cc: James Savin

Ira Dizengoff

About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holdingcompany whose subsidiaries and affiliates are engaged in thebusiness of developing, acquiring, owning or leasing, operatingand selling energy and capacity from independent power productionfacilities. EME also engages in hedging and energy tradingactivities in power markets through its subsidiary Edison MissionMarketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of EdisonInternational. Edison International also owns Southern CaliforniaEdison Company, one of the largest electric utilities in theUnited States.

EME has reached an agreement with the holders of a majority ofEME's $3.7 billion of outstanding public indebtedness and itsparent company, Edison International EIX, that, pursuant to a planof reorganization and pending court approval, would transitionEdison International's equity interest to EME's creditors, retireexisting public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed$8.17 billion in total assets, $6.68 billion in total liabilitiesand $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets ofassets of $5,721,559,170 and total liabilities of $6,202,215,094as of the Petition Date.

An official committee of unsecured creditors has been appointed inthe case and is represented by the law firms Akin Gump and PerkinsCoie. The Committee also has tapped Blackstone Advisory Partnersas investment banker and FTI Consulting as financial advisor.

EME said it doesn't plan to emerge from Chapter 11 until December2014 to receive benefits from a tax-sharing agreement with parentEdison International Inc.

ENERGY FUTURE: Creditors Working on Debt-Reduction Plan-------------------------------------------------------Michael Bathon, substituting for Bloomberg bankruptcy columnistBill Rochelle, reports that creditors of Energy Future HoldingsCorp.'s regulated-unit holding company are working on a debtreduction plan as part of a broader restructuring being negotiatedat the former TXU Corp., people with knowledge of the matter said.

According to the report, junior bondholders at Energy FutureIntermediate Holding Co., which holds most of regulated OncorElectric Delivery Co. and its almost $8 billion in debt, hiredCenterview Partners LLC and Akin Gump Strauss Hauer & Feld LLP toadvise on deleveraging the unit's obligations, said the people,who asked not to be named because the matter is private.

The report notes that TXU, Texas's largest electricity provider,was taken private for $48 billion in 2007 by KKR & Co., TPGCapital and Goldman Sachs Capital Partners in the largest-everleveraged buyout. The company has struggled to generate profitsas wholesale electricity prices have dropped on a decline innatural gas costs, which have plunged more than 70 percent from a2008 high. EFIH's plan expected in August or September, thepeople said -- may help smooth the way for a companywide agreementafter senior creditors at Energy Future's unregulated unitscuttled a prepackaged bankruptcy proposal from the company,according to an April regulatory filing.

The report relates that those lenders cited the need for theDallas-based energy producer to restructure the balance sheet atmoney-losing EFIH first. Creditors to both businesses must reachagreement on valuations to deliver a group resolution, or maydecide to pursue separate restructurings, said the people.

The report discloses that the objective is to get senior creditorsalready in talks to reduce $32 billion in borrowings at theunregulated businesses to reach a deal that would give lendersmajority ownership of the parent in exchange for some debt.

About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is aprivately held diversified energy holding company with a portfolioof competitive and regulated energy businesses in Texas. Oncor,an 80%-owned entity within the EFH group, is the largest regulatedtransmission and distribution utility in Texas.

The Company delivers electricity to roughly three million deliverypoints in and around Dallas-Fort Worth. EFH Corp. was created inOctober 2007 in a $45 billion leverage buyout of Texas powercompany TXU in a deal led by private-equity companies KohlbergKravis Roberts & Co. and TPG Inc.

Energy Future incurred a net loss of $3.36 billion on $5.63billion of operating revenues for 2012. This follows net lossesof $1.91 billion in 2011 and $2.81 billion in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $40.97billion in total assets, $51.89 billion in total liabilities and a$10.92 billion total deficit.

Restructuring Talks With Creditors

In April 2013, Energy Future Holdings Corp., Energy FutureCompetitive Holdings Company, Texas Competitive Electric HoldingsCompany LLC, and Energy Future Intermediate Holding Company LLCconfirmed in a regulatory filing that they are in restructuringtalks with certain unaffiliated holders of first lien seniorsecured claims concerning the Companies' capital structure.

The Companies expect to continue to explore all availablerestructuring alternatives to facilitate the creation ofsustainable capital structures for the Companies and to otherwiseattempt to address the Creditors' concerns with the RestructuringProposal and Sponsor Proposal.

The Companies have retained Kirkland & Ellis LLP and EvercorePartners to advise the Companies with respect to the potentialchanges to the Companies' capital structure and to assist in theevaluation and implementation of other potential restructuringoptions.

According to a Wall Street Journal report, people familiar withthe matter said Apollo Global Management LLC, Oaktree CapitalManagement, Centerbridge Partners and GSO Capital Partners, thecredit arm of buyout firm Blackstone Group LP, all hold largechunks of Energy Future Holdings' senior debt. Many of thesefirms belong to a group being advised by Jim Millstein, arestructuring expert who helped the U.S. government revampAmerican International Group Inc.

According to the Journal, people familiar with Apollo's thinkingsaid Apollo recently enlisted investment bank Moelis & Co. foradditional advice to ensure it gets as much attention as possibleon the case given its large debt holdings.

* * *

In the Feb. 1, 2013, edition of the TCR, Fitch Ratings loweredthe Issuer Default Ratings (IDR) of Energy Future Holdings Corp(EFH) and Energy Future Intermediate Holding Company LLC (EFIH) to'Restricted Default' (RD) from 'CCC' on the conclusion of the debtexchange and removed the Rating Watch Negative.

As reported by the TCR on Feb. 4, 2013, Standard & Poor's RatingsServices said it raised its corporate credit ratings on EFH, EFIH,TCEH, and Energy Future Competitive Holdings Co. (EFCH) to 'CCC'from 'D' following the completion of several debt exchanges, eachof which S&P considers distressed.

"We see different default probabilities between EFCH and EFIH,"said Jim Hempstead, senior vice president. "We believe EFCH has ahigh likelihood of default over the next 6 to 12 months, becauseit is projected to run out of cash in early 2014. EFIH has a muchlower likelihood of default owing to the credit separateness thatEFH is creating between EFIH and Texas Competitive ElectricHoldings Company LLC along with EFIH's reliance on stable cashflows from its regulated transmission and distribution utility,Oncor Electric Delivery Company."

The Debtors were to produce, as scheduled, documents evidencing(a) the July 2012 transfer of Excel's interest in Christine Shipcofrom Bird Acquisition Corp. to Excel; and (b) the July 2013 intra-corporate transfer of the Debtors' 71.4% interest in ChristineShipco from Excel to its wholly-owned subsidiary, Christine ShipcoHolding Corp.

As previously reported in the July 18, 2013 edition of theTroubled Company Reporter, Excel Maritime Carriers, Ltd.'s, etal.'s Joint Pre-Negotiated Chapter 11 Plan of Reorganization andDisclosure Statement was filed with the U.S. Bankruptcy Court forthe Southern District of New York on July 15, 2013. The Plandocuments were signed by Pavlos Kanellopoulos, chief financialofficer. Full-text copies of the Excel Maritime Plan, DisclosureStatement as well as plan exhibits are available for free at:

The TCR related, citing Bloomberg News, that the plan will giveownership to secured lenders owed $771 million, although thelenders will allow current owner Gabriel Panayotides to keepcontrol, at least initially. Unsecured creditors with claimstotaling $163 million will receive a $5 million, eight percentnote for a predicted recovery of 3 percent. Holders of $150million in unsecured convertible notes make up the bulk of theunsecured-claim pool. Unsecured creditors are to receive the noteonly if the class votes in favor of the plan. Trade suppliersowed $16.5 million will be paid in full in the ordinary course ofbusiness to avoid having the vessels seized, the companypreviously said. In addition to the stock, the plan gives securedlenders new restructured secured notes for $771 million. Outsidethe plan, the lenders will allow Mr. Panayotides to buy 60 percentof the stock from them for a $10 million unsecured note and theturnover to the company of a $20 million escrow account. He willhave the right to buy another 15 percent by March 2015 for $20million. If he doesn't buy the additional stock, the lenders'equity ownership will rise to 75 percent. Mr. Panayotides willcontrol a majority of the board initially. If he doesn't buy theadditional stock, he loses control. If he purchases theadditional stock, the new notes will mature in 2018. Otherwise,they mature a year earlier.

A Sept. 30 hearing date has been set for approval of theDisclosure Statement.

About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --http://www.excelmaritime.com/-- is an owner and operator of dry bulk carriers and a provider of worldwide seaborne transportationservices for dry bulk cargoes, such as iron ore, coal and grains,as well as bauxite, fertilizers and steel products. Excel owns afleet of 40 vessels and, together with 7 Panamax vessels underbareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,21 Panamax, 2 Supramax and 5 Handymax vessels) with a totalcarrying capacity of approximately 3.9 million DWT. Excel Class Acommon shares have been listed since Sept. 15, 2005, on the NewYork Stock Exchange (NYSE) under the symbol EXM and, prior to thatdate, were listed on the American Stock Exchange (AMEX) since1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billionand liabilities totaling $1.16 billion. Excel owes $771 millionto secured lenders with liens on almost all assets. There is $150million owing on 1.875 percent unsecured convertible notes.

Excel Maritime, filed a Chapter 11 petition (Bankr. S.D.N.Y. CaseNo. 13-bk- 23060) on July 1, 2013, in New York after signing anagreement where secured lenders owed $771 million support areorganization plan filed alongside the petition.

A five-member official committee of unsecured creditors wasappointed by the U.S. Trustee.

EXIDE TECHNOLOGIES: Court OKs Rejection of Shreveport Lease-----------------------------------------------------------Judge Kevin Carey authorized Exide Technologies, Inc. to reject anunexpired non-residential real property lease known as ShreveportLease and two executory contracts referred to as the ShreveportShoring Contract and Shreveport Security Contract as of June 26,2013. The Debtor is conditionally authorized to abandon any andall property located at the premises.

The Debtor disclosed $1.89 billion in assets and $1.14 billion inliabilities as of March 31, 2013.

Exide's international operations were not included in the filingand will continue their business operations without supervisionfrom the U.S. courts.

Robert A. DeAngelis, the U.S. Trustee for Region 3, appointedseven creditors to serve in the Official Committee of UnsecuredCreditors in the Debtor's case.

EXIDE TECHNOLOGIES: Wins Final Approval for $500-Mil. in Loans--------------------------------------------------------------Michael Bathon, substituting for Bloomberg bankruptcy columnistBill Rochelle, reports that Exide Technologies, the 125-year-oldbattery maker, won final court approval to borrow as much as $500million to help fund operation while it reorganizes in bankruptcy.

According to the report, U.S. Bankruptcy Judge Kevin Careyapproved the financing at a hearing July 24 in Wilmington,Delaware, the company said in a statement July 24. The judgepreviously granted the company access to $395 million of the loanon an interim basis at a June 11 hearing. "We are very pleased tohave arranged financing that is sufficient to enable us tocontinue operations uninterrupted while we proceed with ourrestructuring," Exide Chief Executive Officer James R. Bolch saidin the statement. "We are grateful for the support of our lendersand the confidence they have displayed in Exide by meeting ourfunding needs."

The report notes that about $225 million of the new debt will goto pay off and replace a $160 million revolving credit line, withany money left over used for operations, according to courtpapers. The other $275 million will be partly supplied by a groupof noteholders that holds 45 percent of the company's bonds thatmature in 2018.

The Debtor disclosed $1.89 billion in assets and $1.14 billion inliabilities as of March 31, 2013.

Exide's international operations were not included in the filingand will continue their business operations without supervisionfrom the U.S. courts.

Robert A. DeAngelis, the U.S. Trustee for Region 3, appointedseven creditors to serve in the Official Committee of UnsecuredCreditors in the Debtor's case.

FOREST CITY: Fitch Rates $300MM Senior Unsecured Notes 'BB-'------------------------------------------------------------Fitch Ratings has assigned a credit rating of 'BB-' to the $300million convertible senior unsecured notes due 2020 issued byForest City Enterprises, Inc. (NYSE: FCEA, NYSE: FCEB,collectively 'FCE'). The notes will pay interest semiannually at arate of 3.625% per annum and are convertible into shares of ForestCity's Class A common stock at a 35% premium to the closing priceon July 15, 2013. Use of proceeds will include the redemption ofthe $132 million of 6.5% Senior Notes due 2017 currentlyoutstanding.

The IDR also reflects FCE's significant equity cushion afteradjusting for secured debt that partially mitigates the lack of anunencumbered asset pool. Further, FCE's REOC structure is worth aone-notch uplift relative to a comparable REIT, due to FCE'sability to retain cash for development and other corporate uses.

High LeverageFCE's leverage was high at 11.8x for the trailing 12 months endedApril 30, 2013 pro forma for recently announced conversions ofconvertible notes. FCE has made demonstrable progress in itsefforts to delever, as leverage was 13.0x at Jan. 31, 2011. Fitchprojects leverage will improve further to below 11.0x over thenext 24 months, driven by modest same-store net operating income(SSNOI) growth. Fitch defines leverage as net debt to recurringoperating EBITDA.

Lack of Unencumbered AssetsFCE does not maintain a pool of unencumbered assets whichtypically serves as support for IDRs of higher-rated REITs andREOCs and a source of contingent liquidity. The lack ofunencumbered assets is a material rating constraint partiallymitigated by the existence of a post-secured debt equity cushion.

High-Quality Albeit Idiosyncratic PortfolioSince its founding, FCE has grown its expertise in developinglarge, mixed-use master planned communities, notably those indensely populated markets. Year-to-date (YTD) pro-rata netoperating income (NOI) was well-diversified by segment (36%retail, 33% office, 24% multifamily) and located in strong markets(30% in New York City with Washington, D.C., Los Angeles, Boston,San Francisco, Denver, Chicago and Philadelphia each comprising3%-10%).

Strong Operating PerformanceFCE's operating performance has been strong on an absolute basisand relative to its underlying markets and select public peers,evidencing durable operating cash flows. FCE's SSNOI growth hasaveraged 1.9% from 2003 through 2012 and FCE weathered the recentdownturn with only a single-year decline of 0.8% in 2009. SSNOI inthe first quarter turned negative at -1.9%, driven in large partby decreased occupancy at One Pierrepont Plaza. Fitch expectsSSNOI growth will be in the low single digits over the next 12-24months driven by positive leasing spreads and incrementaloccupancy gains.

Proven Track Record Developing Large, Mixed-Use SitesThe company has a proven capacity to acquire, aggregate andentitle adjoining plots of land and to work with localmunicipalities, community groups and government agencies toreceive requisite approvals and tax credit financings. Goingforward, Fitch expects development to be significantly smaller,due mostly to the Multifamily Development Fund which will allowFCE to develop off balance sheet and limit its equity requirementsto contributing entitled land. At April 30, 2013, FCE's remainingdevelopment commitments of $250 million represent 2% of totalundepreciated assets and can be funded through internal liquidity.

Manageable Debt Maturity Schedule / Sufficient LiquidityLiquidity coverage of 0.7x pro forma for the note issuance's netproceeds after the redemption of the 6.5% senior notes is adequatefor the rating for the period May 1, 2013-Jan. 31, 2015 andimproves to 2.8x assuming 90% of secured debt is refinanced.Notably, internal liquidity covers unsecured debt obligationsmaturing through FY2015 by 7.3x, thereby limiting the likelihoodof a corporate default. In addition, the covenants under thecompany's credit facility that limit cash distributions and sharebuybacks facilitate financial flexibility.

The Supreme Court of the State of New York, County of New York,entered an order approving, among other things, the settlementbetween FreeSeas and Hanover in the matter entitled HanoverHoldings I, LLC v. FreeSeas Inc., Case No. 651950/2013. Hanovercommenced the Action against the Company on May 31, 2013, torecover an aggregate of $5,331,011 of past-due accounts payable ofthe Company, plus fees and costs. The Order provides for the fulland final settlement of the Claim and the Action. The SettlementAgreement became effective and binding upon the Company andHanover upon execution of the Order by the Court on June 25, 2013.

Pursuant to the terms of the Settlement Agreement approved by theOrder, the Company issued and delivered to Hanover 890,000 sharesof the Company's common stock, $0.001 par value, and betweenJuly 2, 2013, and July 17, 2013, the Company issued and deliveredto Hanover an aggregate of 3,183,000 additional settlement shares.

Hanover demonstrated to the Company's satisfaction that it wasentitled to receive 625,000 additional settlement shares based oncertain adjustment formula.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known asAdventure Holdings S.A., was incorporated in the Marshall Islandson April 23, 2004, for the purpose of being the ultimate holdingcompany of ship-owning companies. The management of FreeSeas'vessels is performed by Free Bulkers S.A., a Marshall Islandscompany that is controlled by Ion G. Varouxakis, the Company'sChairman, President and CEO, and one of the Company's principalshareholders.

The Company's fleet consists of six Handysize vessels and oneHandymax vessel that carry a variety of drybulk commodities,including iron ore, grain and coal, which are referred to as"major bulks," as well as bauxite, phosphate, fertilizers, steelproducts, cement, sugar and rice, or "minor bulks." As ofOct. 12, 2012, the aggregate dwt of the Company's operationalfleet is approximately 197,200 dwt and the average age of itsfleet is 15 years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a netloss of US$88.19 million in 2011, and a net loss of US$21.82million in 2010. The Company's balance sheet at Dec. 31, 2012,showed US$114.35 million in total assets, $106.55 million intotal liabilities and US$7.80 million in total shareholders'equity.

RBSM LLP, in New York, issued a "going concern" qualification onthe consolidated financial statements for the year ended Dec. 31,2012. The independent auditors noted that the Company hasincurred recurring operating losses and has a working capitaldeficiency. In addition, the Company has failed to meetscheduled payment obligations under its loan facilities and hasnot complied with certain covenants included in its loanagreements. It has also failed to make required payments toDeutsche Bank Nederland as agreed to in its Sept. 7, 2012,amended and restated facility agreement and received notices ofdefault from First Business Bank. Furthermore, the vast majorityof the Company's assets are considered to be highly illiquid andif the Company were forced to liquidate, the amount realized bythe Company could be substantially lower that the carrying valueof these assets. These conditions, among others, raisesubstantial doubt about the Company's ability to continue as agoing concern.

GANNETT CO: S&P Assigns 'BB' Rating to $500MM Sr. Notes Due 2020----------------------------------------------------------------Standard & Poor's Ratings Services assigned McLean, Va.-basednewspaper publisher and TV broadcaster Gannett Co. Inc.'s proposedissuance of $500 million senior notes due 2020 an issue-levelrating of 'BB', with a recovery rating of '3'. The '3' recoveryrating indicates S&P's expectation for meaningful (50% to 70%)recovery in the event of a payment default. Gannett plans to usethe proceeds to repay outstanding borrowings under its revolvingcredit facility. Any remaining proceeds may be used to repay thecompany's outstanding unsecured notes and/or for general corporatepurposes

The rating on Gannett Co. reflects its exposure to unfavorablesecular trends affecting newspaper advertising and circulation,and the more stable trends of TV broadcasting, notwithstanding theshift of viewers to alternative media for news and entertainment.The rating also reflects S&P's expectation for steadily decliningleverage after Gannett closes on its proposed acquisition of BeloCorp. in late 2013. S&P views Gannett's business risk profile as"fair," according to its criteria, largely because of itsexpectation that the declines in high-margin newspaper advertisingrevenue will continue for the foreseeable future as a result ofunfavorable industry fundamentals. S&P views Gannett's financialrisk profile as "significant," because of elevated pro forma debtleverage, incorporating the proposed debt-financed acquisition ofBelo.

In June 2013, Gannett entered into a definitive agreement toacquire Belo Corp. for $2.2 billion, including the assumption of$715 million in debt. S&P believes that the debt-financedpurchase will slightly improve the company's business positionbecause of its higher proportion of pro forma cash flow frombroadcasting operations. Gannett will become the fourth largestowner of major network-affiliated TV stations, and S&P expects theEBITDA contribution from the broadcasting and digital segmentswill approach two-thirds of the pro forma total in 2013, reducingthe exposure to the newspaper business. The transaction issubject to Department of Justice, FCC, and Belo shareholderapproval.

The rating outlook is positive, reflecting S&P's expectation thatthe Gannett reduces debt leverage as the company graduallyrealizes acquisition synergies and lowers debt levels. S&P couldraise its rating on the company to 'BB+' if it become convincedthat the company will be able to reduce pro forma debt totrailing-eight-quarter average EBITDA (adjusted for operatingleases and underfunded pension obligations and excluding revenueand cost synergies) from the high-3x area to below 3x in 2014 andmaintain that level; that the pace of erosion of newspaper revenuewill not markedly accelerate; and that Gannett will balanceshareholder returns and acquisitions with debt repayment.

RATINGS LIST

Gannett Co. Inc. Corporate Credit Rating BB/Positive/--

New Rating

Gannett Co. Inc. $500M sr notes due 2020 BB Recovery Rating 3

HANESBRANDS INC: S&P Retains 'BB' CCR After Maidenform Acquisition------------------------------------------------------------------Standard & Poor's Rating Services said that it assigned its 'BBB-'rating to N.C.-based Hanesbrands Inc.'s proposed $1.1 billionsenior secured revolving credit facility due 2018. The recoveryrating on the secured credit facility is '1', indicating S&P'sexpectation for very high (90%-100%) recovery in the event of adefault. S&P also revised its unsecured recovery rating to '4'from '3' as a result of the increased size of the securedrevolving credit facility. The 'BB' corporate credit rating and'BB' unsecured debt ratings remain unchanged. The outlook isstable.

"We expect the company to use the new $1.1 billion revolvingcredit facility for acquisitions and working capital needs. Thisincludes incremental debt to fund Hanesbrands' acquisition ofMaidenform Brands Inc. for approximately $575 million in cash.Pro forma for the acquisition of Maidenform, and based on ourexpectation that the company will repay the remaining $250 millionof its 8% senior notes later this year, we estimate the ratio ofadjusted total debt to EBITDA will be approximately 3.5x by theend of 2013, compared to leverage of about 3.3x through the 12months ended March 31, 2013,", S&P said.

"The ratings on Hanesbrands reflect our view that the company'sfinancial risk profile will continue to be "significant" givenimproved credit metrics following debt reduction, an "adequate"liquidity profile, and our view that the company's financialpolicy will remain "modest." Also, we believe the company'sbusiness risk profile will remain "fair," reflecting our view thecompany will maintain its good market position and operating scalein the highly competitive apparel sector and the commodity-likenature of some of its products," S&P added.

HARRISBURG, PA: Creditors Near Deal on Debt Crisis--------------------------------------------------Michael Bathon, substituting for Bloomberg bankruptcy columnistBill Rochelle, reports that William B. Lynch, the state-appointedreceiver of Pennsylvania's capital, said "a deal is imminent" withcreditors on resolving an incinerator debt burden of about $345million that has left Harrisburg insolvent.

According to the report, the revised fiscal rescue involves thesale of the trash-to-energy plant and the lease of city parkingfacilities, Mr. Lynch said in a statement July 24. Thetransaction will remove future liabilities for the incinerator,which hasn't generated enough revenue to cover its costs. Mr.Lynch's success with creditors would avert bankruptcy for thecity, whose incinerator debt amounts to almost seven times itsannual general-fund budget. He said he plans to submit hisproposal late next month to Pennsylvania's Commonwealth Court,which must approve it. "All stakeholders" have agreed to hisplan, Mr. Lynch said. "While they realize this may be animperfect situation for each of them, everyone understands acooperative solution is most certainly in everyone's bestinterests."

The report notes that the crisis in Harrisburg, a community ofalmost 50,000 residents, stemmed from financing an overhaul of theincinerator. Surrounding Dauphin County and bond insurer AssuredGuaranty Municipal, a unit of Hamilton, Bermuda-based AssuredGuaranty Ltd., have covered skipped debt payments since 2009.

The report discloses that under his plan, the Lancaster CountySolid Waste Management Authority would buy the incinerator, whicha unit of Covanta Holding Corp. runs. Mr. Lynch said July 24 thatother claims, such as those from Assured Guaranty and DauphinCounty, must be resolved before the sale, which may be late thisyear. The relief from future liability for Harrisburg residentsafter the transaction was described by Mr. Lynch as a "criticalstep" for the city's recovery. He said his blueprint wouldstabilize the municipal budget through 2016.

About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debtrelated to a failed revamp of an incinerator. The city is$65 million in default on $242 million owing on bonds sold tofinance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, toauthorize the filing of a Chapter 9 municipal bankruptcy (Bankr.M.D. Pa. Case No. 11-06938). The city claims to be insolvent,unable to pay its debt and in imminent danger of havingtax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case. Mark D.Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg'scounsel. The petition estimated $100 million to $500 million inassets and debts. Susan Wilson, the city's chairperson on Budgetand Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy throughsix pending legal actions by creditors with respect to a number ofoutstanding bond issues relating to the Harrisburg Materials,Energy, Recycling and Recovery Facilities, which processes wasteinto steam and electrical energy. The owner and operator of theincinerator is The Harrisburg Authority, which is unable to paythe bond issues. The city is the primary guarantor under eachbond issue. The lawsuits were filed by Dauphin County, whereHarrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., andCovanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, andHarrisburg city mayor Linda D. Thompson and other creditors andinterested parties objected to the Chapter 9 petition. The statelater adopted a new law allowing the governor to appoint areceiver.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9case because (1) the City Council did not have the authority underthe Optional Third Class City Charter Law and the Third Class CityCode to commence a bankruptcy case on behalf of Harrisburg and (2)the City was not specifically authorized under state law to be adebtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. DistrictCourt.

That same month, the state governor appointed David Unkovic asreceiver for Harrisburg. Mr. Unkovic is represented by theMunicipal Recovery & Restructuring group of McKenna Long &Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012. Mr. Unkovic wasreplaced by William Lynch as receiver.

The prepetition lenders are represented by David M. Hillman,Esq., at Schulte Roth & Zabel, in New York.

The company's balance sheet as of March 31, 2013, showed$55 million in total assets and $102 million in liabilities.

The Official Committee of Unsecured Creditors tapped Richards,Layton & Finger, P.A., as its counsel, and Gavin/Solmonese LLC asits financial advisor.

IGPS COMPANY: Wins Nod For $39MM Sale Despite Fierce Flak---------------------------------------------------------Jamie Santo of BankruptcyLaw360 reported that plastic palletleaser iGPS Co. got the green light for its $39 million sale to aconsortium of private equity firms and other investors as aDelaware bankruptcy judge overruled objections that the deal lefthundreds of millions of dollars on the table.

According to the report, U.S. Bankruptcy Judge Kevin Gross'decision to approve the deal came on the third day of a salehearing, a contentious affair that included nearly two full daysof testimony and pitted iGPS against a tag-team of the U.S.trustee and the company's founder and former chief executiveofficer, who argued that the $36 million auction floor is too lowfor a debtor they say could have more than $500 million in assets.

U.S. Trustee Roberta A. DeAngelis and former iGPS CEO Bobby L.Moore argue that when the value of all of the company's pallets isfactored, the debtor has assets of between $400 million and $590million.

The Company maintained that the $39 million sale to a consortiumof private equity firms and other investors is a fair deal.

iGPS Company -- http://www.igps.net-- is the first and only plastic pallet pooling rental and leasing company in the U.S. Itoffers plastic pallets with embedded radio frequencyidentification (RFID) tags. Founded in 2006, the company isheadquartered in Orlando, Florida, and has a sales and innovationcenter in Bentonville, Arkansas.

The Debtor estimated $100 million to $500 million in assets andliabilities in its Chapter 11 petition.

IN THE PLAY: Allen & Vellone Okayed as Bankruptcy Co-Counsel------------------------------------------------------------The U.S. Bankruptcy Court for the Eastern District of Pennsylvaniaauthorized the employment of Allen & Vellone, P.C. as co-counselto In The Play, Inc.

As reported by the Troubled Company Reporter on July 24, 2013, theCourt has authorized the Debtor to employ Morris James, LLP ascounsel.

On May 10, 2013, the Court entered an order for relief placing Inthe Play under bankruptcy protection. The Debtor tapped JeffreyR. Waxman, Esq., at Morris James LLP as counsel. Gavin/Solmonese,LLC's Edward T. Gavin serves as chief restructuring officer.

The Debtor filed schedules of assets and liabilities, declaring$4,640 in total assets and $4,589,397 in liabilities.

ING US: Fitch Rates Junior Subordinated Notes at 'BB'-----------------------------------------------------Fitch Ratings expects to assign a 'BBB-' rating to ING U.S., Inc.(ING U.S.) $400 million planned issuance of 5.7% senior notes due2043. The transaction is expected to close on July 26, 2013.

Key Rating Drivers

The rating reflects standard notching under Fitch's ratingmethodology. The net proceeds of this offering will be used forgeneral corporate purposes, including the retirement of debt. Proforma financial leverage is expected to remain near 25%.

On July 8, 2013, Fitch affirmed all of its ratings for ING U.S.and its subsidiaries with a Stable Outlook.

RATING SENSITIVITIES

The key rating triggers that could result in a downgrade include:

-- A decline in reported RBC below 385%;

-- Financial leverage exceeding 30%;

-- Significant adverse operating results;

-- Further material reserve charges required in its insurance/variable annuity books or a significant weakening of distribution channel or scale advantages.

ING Life Insurance and Annuity CompanyING USA Annuity and Life Insurance CompanyReliaStar Life Insurance Co.ReliaStar Life Insurance Company of New YorkSecurity Life of Denver Insurance Company--Insurer Financial Strength (IFS) 'A-'.

JEFFERSON COUNTY: S&P Puts 'C' Underlying Rating on Watch Negative------------------------------------------------------------------Standard & Poor's Ratings Services has placed on CreditWatch withnegative implications its 'C' underlying rating (SPUR) on variousissuers' series 2000 limited-tax GO school warrants and series2006 lease revenue warrants issued for Jefferson County, Ala.This action follows repeated attempts by Standard & Poor's toobtain timely information of satisfactory quality to maintainS&P's ratings on the securities in accordance with its applicablecriteria and policies. Failure to receive the requestedinformation by Aug. 5, 2013 will likely result in S&P's suspensionof the affected ratings, preceded, in accordance with itspolicies, by any change to the ratings that it considersappropriate given available information.

Standard & Poor's also withdrew its SPUR on the county's series2003A general obligation (GO) capital improvement and refundingwarrants and series 2004A GO capital improvement warrants, whichwe had rated 'D' because of the county's failure to make aprincipal payment on the GO warrants when due on April 1, 2012.

KIDSPEACE CORP: FTI Consulting OK'd as Committee Financial Advisor------------------------------------------------------------------The U.S. Bankruptcy Court for the Eastern District of Pennsylvaniaauthorized the Official Committee of Unsecured Creditors in theChapter 11 cases of KidsPeace Corporation, et al., to retain FTIConsulting, Inc. as its financial advisor.

As reported by the Troubled Company Reporter on July 10, 2013, FTIwill, among other things, assist in the review of financialrelated disclosures required by the Court, including the schedulesof assets and liabilities, the statements of financial affairs,and the monthly operating reports.

FTI has agreed with the Committee to seek payment for compensationon a fixed monthly basis of $60,000 for the first two months and$45,000 per month thereafter, plus reimbursement of actual andnecessary expenses incurred.

In addition, FTI will be compensated at its customary hourly ratesfor services related to expert valuation services:

Assets total $158,587,999 at the end of 2012. The Debtors oweapproximately $56,206,821 in bond debt, and they have been toldthat their pension liability is allegedly about $100,000,000 ofwhich the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement anegotiated restructuring of bond debt currently aggregatingapproximately $51,310,000 plus accrued interest to a reducedamount of approximately $24 million in new 30-year bonds withinterest at 7.5 percent, and (ii) to continue on-goingnegotiations with the Pension Benefit Guaranty Corporation inhopes of reducing the PBGC asserted obligation of $100+ million toan amount that the Debtors can reasonably expect to satisfy.

The Debtor disclosed $157,930,467 in assets and $168,768,207 inliabilities as of the Chapter 11 filing.

Since March 2012, MK has been exploring possible affiliation oracquisition opportunities; however, no offer of an affiliation oracquisition has been presented to the Debtors.

KIDSPEACE CORP: Lowenstein & Fitzpatrick Okayed as Panel's Lawyers------------------------------------------------------------------The U.S. Bankruptcy Court for the Eastern District of Pennsylvaniaauthorized the Official Committee of Unsecured Creditors in theChapter 11 cases of KidsPeace Corporation, et al., to retainLowenstein Sandler LLP as its counsel and Fitzpatrick Lentz &Bubba, P.C., as its co-counsel.

To the best of the Committee's knowledge, Lowenstein Sandler andFitzpatrick Lentz are "disinterested persons" as that term isdefined in Section 101(14) of the Bankruptcy Code.

As reported by the Troubled Company Reporter on July 10, 2013, theCommittee sought authority to retain Lowenstein Sandler, as leadcounsel, to, among other things, provide legal advice, addressissues raised by any DIP financing, and participate in theformulation of a chapter 11 plan.

Assets total $158,587,999 at the end of 2012. The Debtors oweapproximately $56,206,821 in bond debt, and they have been toldthat their pension liability is allegedly about $100,000,000 ofwhich the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement anegotiated restructuring of bond debt currently aggregatingapproximately $51,310,000 plus accrued interest to a reducedamount of approximately $24 million in new 30-year bonds withinterest at 7.5 percent, and (ii) to continue on-goingnegotiations with the Pension Benefit Guaranty Corporation inhopes of reducing the PBGC asserted obligation of $100+ million toan amount that the Debtors can reasonably expect to satisfy.

The Debtor disclosed $157,930,467 in assets and $168,768,207 inliabilities as of the Chapter 11 filing.

Since March 2012, MK has been exploring possible affiliation oracquisition opportunities; however, no offer of an affiliation oracquisition has been presented to the Debtors.

Plaintiffs allege that Lear engaged in overt acts by selling wireharness systems after it emerged from bankruptcy in November 2009at supracompetitive prices.

"Each sale after November 2009 allegedly involved an unlawfullyinflated price, so conduct by Lear after bankruptcy confirmationmay fall within the ambit of the conspiracy. If Plaintiffs succeedin proving these allegations, Lear's conduct post-bankruptcycannot be protected by the discharge. Therefore, the Court deniesLear's request for dismissal," rules Judge Battani.

A copy of the District Court's June 6, 2013 Opinion and Order isavailable at http://is.gd/86iUTqfrom Leagle.com.

Court Also Denies Bid to Dismiss Dealership Actions

In a separate ruling, District Judge Battani denied Kyungshin-Lear's motion to dismiss all complaints in IN RE: AUTOMOTIVE PARTSANTITRUST LITIGATION. This pertains to the Dealership ActionsEnd-Payor Actions in the Wire Harness Cases.

In support of its Motion to Dismiss all Complaints (Case No.12-02311), Defendant Kyungshin-Lear Sales and Engineering, LLC(KL Sales) asserted that Direct Purchaser Plaintiffs (DPPs),Automobile Dealer Plaintiffs (ADPs) and End-Payor Plaintiffs(EPPs) failed to set forth sufficient facts to meet their pleadingrequirements under Rule 12(b)(6).

According to Judge Battani, dismissal is not required merelybecause Plaintiffs did not name each Defendant in the allegationspleaded in support of their Sherman Act claim.

"Even though neither Lear nor KL Sales has pleaded guilty, IPPshave included allegations that render KP Sales' involvementplausible when viewed in light of the allegations of marketconditions that show a concentration of market shares, highbarriers to entry, and the capability of producing products foruse in any vehicle, as well as opportunities to conspire at autoand industry trade," she said.

A copy of the District Court's June 6, 2013 Opinion and Order isavailable at http://is.gd/ByTk57from Leagle.com.

LEHMAN BROTHERS: LibertyView Funds Reach Deal to Amend Claims-------------------------------------------------------------The U.S. Bankruptcy Court in Manhattan approved an agreementbetween Lehman Brothers Holdings Inc. and a group of funds led byLibertyView Funds L.P.

Under the deal, both sides agreed to amend the claims of thefunds by withdrawing those portions that assert a liability orseek a recovery arising from or related to a claim other than theso-called "best claims" asserted by the group against Lehman'sEuropean unit. A full-text copy of the agreement is availablefor free at http://is.gd/vL8y1G

About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. Formore than 150 years, Lehman Brothers has been a leader in theglobal financial markets by serving the financial needs ofcorporations, governmental units, institutional clients andindividuals worldwide.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.District Court for the Southern District of New York, entered anorder commencing liquidation of Lehman Brothers, Inc., pursuantto the provisions of the Securities Investor Protection Act (CaseNo. 08-CIV-8119 (GEL)). James W. Giddens has been appointed astrustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase ofLehman Brothers' North American investment banking and capitalmarkets operations and supporting infrastructure for US$1.75billion. Nomura Holdings Inc., the largest brokerage house inJapan, purchased LBHI's operations in Europe for US$2 plus theretention of most of employees. Nomura also bought Lehman'soperations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, morethan three years after it filed the largest bankruptcy in U.S.history. The Chapter 11 plan for the Lehman companies other thanthe broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors inApril 2012 and a second payment of $10.2 billion on Oct. 1. Athird distribution is set for around March 30, 2013. Thebrokerage is yet to make a first distribution to non-customers.

LEHMAN BROTHERS: Court Rejects 6 Claims Totaling $3MM Against LBI-----------------------------------------------------------------Judge James Peck of the U.S. Bankruptcy Court for the SouthernDistrict of New York granted the objection of James W. Giddens,the trustee for the SIPA liquidation of Lehman Brothers Inc., toclaims filed by six creditors against the brokerage.

The LBI Trustee proposed the disallowance of the claims earlythis year on grounds that they were filed after the June 1, 2009deadline. The claimants defended their claims, saying they didnot receive a notice of the deadline from the Lehman brokerage.

"The six-month time limitation for filing claims in SIPA cases ismandatory and must be strictly construed," Judge Peck said. "Itwould be an abuse of discretion for the court to grant theexceptional relief sought."

"The aim of a SIPA case is not reorganization but the promptreturn of customer property, and that goal, like the goal ofprompt closure and distribution in chapter 7, justifies a strictsix-month time limitation for filing claims against the debtorbroker-dealer, a limitation period that by design may be extendedonly in those circumstances that are specified in the SIPAstatute," Judge Peck continued.

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. Formore than 150 years, Lehman Brothers has been a leader in theglobal financial markets by serving the financial needs ofcorporations, governmental units, institutional clients andindividuals worldwide.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.District Court for the Southern District of New York, entered anorder commencing liquidation of Lehman Brothers, Inc., pursuantto the provisions of the Securities Investor Protection Act (CaseNo. 08-CIV-8119 (GEL)). James W. Giddens has been appointed astrustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase ofLehman Brothers' North American investment banking and capitalmarkets operations and supporting infrastructure for US$1.75billion. Nomura Holdings Inc., the largest brokerage house inJapan, purchased LBHI's operations in Europe for US$2 plus theretention of most of employees. Nomura also bought Lehman'soperations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, morethan three years after it filed the largest bankruptcy in U.S.history. The Chapter 11 plan for the Lehman companies other thanthe broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors inApril 2012 and a second payment of $10.2 billion on Oct. 1. Athird distribution is set for around March 30, 2013. Thebrokerage is yet to make a first distribution to non-customers.

LEHMAN BROTHERS: LBI Trustee Objects to Countrywide Class Claims----------------------------------------------------------------James W. Giddens, the trustee for the SIPA liquidation of LehmanBrothers Inc. ask the U.S. Bankruptcy Court for the SouthernDistrict of New York to disallow and expunge the general creditorclaim filed by Thomas DiNapoli and others as "LeadPlaintiffs" on behalf of a putative class represented by ClaimNo. 5528.

The Claimant filed a general creditor proof of claim against theLBI estate on behalf of a putative class "of all persons whopurchased or otherwise acquired the publicly traded securities ofCountrywide Financial Corporation between March 12, 2004 andMarch 7, 2008." The Claim seeks an unliquidated amount, "fordamages resulting from violations of certain federal securitieslaws" arising from LBI's role in the purchase of certain CFCsecurities.

The LBI Trustee has determined that there is no legal or factualjustification for the Claim, pointing out that the Claimant hassettled its claims in the CFC Litigation through the June 29,2010, settlement agreement. The purpose of the settlementagreement is stated to be "to fully and finally compromise,resolve, discharge, release and settle," all claims alleged inthe CFC Litigation for $624 million. LBI was dropped from theCFC Litigation due to the automatic stay and the Lead Plaintiffsand all class members (except for 41 who opted out) releasedtheir CFC claims.

The CFC Litigation is In re: Countrywide Financial Corp. Sec.Litig., Lead Case No. CV-07-CIV-05295-MRP (MANx) (C.D. Cal.) Mr.DiNapoli is the New York State Comptroller.

A hearing on the objection will be held on Aug. 21, 2013, at10:00 a.m. (Prevailing Eastern Time). Responses are due July 24.

About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. Formore than 150 years, Lehman Brothers has been a leader in theglobal financial markets by serving the financial needs ofcorporations, governmental units, institutional clients andindividuals worldwide.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.District Court for the Southern District of New York, entered anorder commencing liquidation of Lehman Brothers, Inc., pursuantto the provisions of the Securities Investor Protection Act (CaseNo. 08-CIV-8119 (GEL)). James W. Giddens has been appointed astrustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase ofLehman Brothers' North American investment banking and capitalmarkets operations and supporting infrastructure for US$1.75billion. Nomura Holdings Inc., the largest brokerage house inJapan, purchased LBHI's operations in Europe for US$2 plus theretention of most of employees. Nomura also bought Lehman'soperations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, morethan three years after it filed the largest bankruptcy in U.S.history. The Chapter 11 plan for the Lehman companies other thanthe broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors inApril 2012 and a second payment of $10.2 billion on Oct. 1. Athird distribution is set for around March 30, 2013. Thebrokerage is yet to make a first distribution to non-customers.

LEHMAN BROTHERS: Increases Estimate of Cash Levels to $80.6BB-------------------------------------------------------------Joseph Checkler writing for Dow Jones' DBR Small Cap reports thatrecent settlements have led Lehman Brothers Holdings Inc. toincrease estimates of its cash levels to $80.6 billion, $15.8billion more than it said at this time last year.

About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. Formore than 150 years, Lehman Brothers has been a leader in theglobal financial markets by serving the financial needs ofcorporations, governmental units, institutional clients andindividuals worldwide.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.District Court for the Southern District of New York, entered anorder commencing liquidation of Lehman Brothers, Inc., pursuantto the provisions of the Securities Investor Protection Act (CaseNo. 08-CIV-8119 (GEL)). James W. Giddens has been appointed astrustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase ofLehman Brothers' North American investment banking and capitalmarkets operations and supporting infrastructure for US$1.75billion. Nomura Holdings Inc., the largest brokerage house inJapan, purchased LBHI's operations in Europe for US$2 plus theretention of most of employees. Nomura also bought Lehman'soperations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, morethan three years after it filed the largest bankruptcy in U.S.history. The Chapter 11 plan for the Lehman companies other thanthe broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors inApril 2012 and a second payment of $10.2 billion on Oct. 1. Athird distribution is set for around March 30, 2013. Thebrokerage is yet to make a first distribution to non-customers.

According to the report, the estimate increased about$15.8 billion from one submitted a year ago to the U.S. BankruptcyCourt in Manhattan, according to a statement issued July 23.Lehman attributed the increase to recoveries from completedsettlements, rising asset values and "positive execution results."

About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. Formore than 150 years, Lehman Brothers has been a leader in theglobal financial markets by serving the financial needs ofcorporations, governmental units, institutional clients andindividuals worldwide.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.District Court for the Southern District of New York, entered anorder commencing liquidation of Lehman Brothers, Inc., pursuantto the provisions of the Securities Investor Protection Act (CaseNo. 08-CIV-8119 (GEL)). James W. Giddens has been appointed astrustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase ofLehman Brothers' North American investment banking and capitalmarkets operations and supporting infrastructure for US$1.75billion. Nomura Holdings Inc., the largest brokerage house inJapan, purchased LBHI's operations in Europe for US$2 plus theretention of most of employees. Nomura also bought Lehman'soperations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, morethan three years after it filed the largest bankruptcy in U.S.history. The Chapter 11 plan for the Lehman companies other thanthe broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors inApril 2012, a second payment of $10.2 billion on Oct. 1, 2012, anda third distribution of $14.2 billion on April 4, 2013. Thebrokerage is yet to make a first distribution to non-customers,although customers are being paid in full.

LEHMAN BROTHERS: Pensions Don't Get Priority Over Creditors-----------------------------------------------------------Michael Bathon, substituting for Bloomberg bankruptcy columnistBill Rochelle, reports that the U.K. Supreme Court said that about43,000 former employees with pensions at Lehman Brothers HoldingsInc. and Nortel Networks Corp. should be treated the same as otherunsecured creditors of the bankrupt firms.

According to the report, the ruling overturned a lower courtverdict that pension holders should get priority over unsecuredcreditors in the insolvency cases. The U.K. pension regulatorsought 125 million pounds ($192 million) from Lehman and 2.1billion pounds from Nortel to cover shortfalls in their plans.

"There seems no particular sense" in a pension plan's trustees"having any greater or any lesser priority than the rights of anyother unsecured creditor," Judge David Neuberger said in a rulingJuly 24 in London.

The report relates that Lehman Brothers filed the largestbankruptcy in U.S. history in September 2008, and its U.K. unit isbeing liquidated by PricewaterhouseCoopers LLP. Internet providerNortel and affiliates filed for bankruptcy in January 2009. PwC,which has a role in both companies' administrations, said in astatement that the ruling was the "fairest result." "This is alsoa great result for members of pension schemes and in some caseswill make a real difference to their pension in the case of anadministration," Jonathon Land, partner at PwC and adviser to thetrustees of the Nortel Networks UK Pension Trust Ltd., said in thestatement.

The report says that the Supreme Court ruling in favor of theLehman and Nortel administrators will help companies, lenders andinsolvency experts, said Devi Shah, a lawyer at Mayer Brown LLP inLondon. Previously, restructuring professionals "had to considerpotentially large pension deficits when assessing the prospects ofcompanies on the verge of insolvency, making rescue of theenterprise a risky and uncertain business."

About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. Formore than 150 years, Lehman Brothers has been a leader in theglobal financial markets by serving the financial needs ofcorporations, governmental units, institutional clients andindividuals worldwide.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.District Court for the Southern District of New York, entered anorder commencing liquidation of Lehman Brothers, Inc., pursuantto the provisions of the Securities Investor Protection Act (CaseNo. 08-CIV-8119 (GEL)). James W. Giddens has been appointed astrustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase ofLehman Brothers' North American investment banking and capitalmarkets operations and supporting infrastructure for US$1.75billion. Nomura Holdings Inc., the largest brokerage house inJapan, purchased LBHI's operations in Europe for US$2 plus theretention of most of employees. Nomura also bought Lehman'soperations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, morethan three years after it filed the largest bankruptcy in U.S.history. The Chapter 11 plan for the Lehman companies other thanthe broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors inApril 2012, a second payment of $10.2 billion on Oct. 1, 2012, anda third distribution of $14.2 billion on April 4, 2013. Thebrokerage is yet to make a first distribution to non-customers,although customers are being paid in full.

Headquartered in Ontario, Canada, Nortel Networks Corporation andits various affiliated entities provided next-generationtechnologies, for both service provider and enterprise networks,support multimedia and business-critical applications. Nortel didbusiness in more than 150 countries around the world. NortelNetworks Limited was the principal direct operating subsidiary ofNortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parentNortel Networks Corporation, NNI's direct corporate parent NortelNetworks Limited and certain of their Canadian affiliatescommenced a proceeding with the Ontario Superior Court of Justiceunder the Companies' Creditors Arrangement Act (Canada) seekingrelief from their creditors. Ernst & Young was appointed to serveas monitor and foreign representative of the Canadian NortelGroup. That same day, the Monitor sought recognition of the CCAAProceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entitiesfiled voluntary petitions for relief under Chapter 11 of the U.S.Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 ofNNI's European affiliates into administration under the control ofindividuals from Ernst & Young LLP. Other Nortel affiliates havecommenced and in the future may commence additional creditorprotection, insolvency and dissolution proceedings around theworld.

On May 28, 2009, at the request of administrators, the CommercialCourt of Versailles, France, ordered the commencement of secondaryproceedings in respect of Nortel Networks S.A. On June 8, 2009,Nortel Networks UK Limited filed petitions in U.S. BankruptcyCourt for recognition of the English Proceedings as foreign mainproceedings under Chapter 15.

An Official Committee of Retired Employees and the OfficialCommittee of Long-Term Disability Participants tapped Alvarez &Marsal Healthcare Industry Group as financial advisor. TheRetiree Committee is represented by McCarter & English LLP asDelaware counsel, and Togut Segal & Segal serves as the RetireeCommittee. The Committee retained Alvarez & Marsal HealthcareIndustry Group as financial advisor, and Kurtzman CarsonConsultants LLC as its communications agent.

Several entities, particularly, Nortel Government SolutionsIncorporated and Nortel Networks (CALA) Inc., have materialoperations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidatedassets of $11.6 billion and consolidated liabilities of $11.8billion. The Nortel Companies' U.S. businesses are primarilyconducted through Nortel Networks Inc., which is the parent ofmajority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNIhad assets of about $9 billion and liabilities of $3.2 billion,which do not include NNI's guarantee of some or all of the NortelCompanies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,Nortel has sold its business units and other assets to variouspurchasers. Nortel has collected roughly $9 billion fordistribution to creditors. Of the total, $4.5 billion came fromthe sale of Nortel's patent portfolio to Rockstar Bidco, aconsortium consisting of Apple Inc., EMC Corporation,Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research InMotion Limited, and Sony Corporation. The consortium defeated a$900 million stalking horse bid by Google Inc. at an auction. Thedeal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.Bankruptcy Court. The Plan generally provides for full payment onsecured claims with other distributions going in accordance withthe priorities in bankruptcy law.

Judge Gross and the court in Canada scheduled trials in 2014 onhow to divide proceeds among creditors in the U.S., Canada, andEurope.

In addition, S&P lowered the rating on the company's $200 millionsenior unsecured notes maturing in October 2016 to 'B-' from 'B'.The recovery rating, which remains unchanged at '4', indicatesS&P's expectation for average (30% to 50%) recovery in the eventof a payment default.

"While we expect operating performance to improve in the secondhalf of 2013 as a result of cost reductions and productivityimprovements, we forecast funds from operations (FFO) to debt tobe about 8% at year-end 2013, which is below the 10% we hadrequired for the previous rating. We project the company willgenerate moderate free operating cash flow (FOCF) and use it topay down borrowings under the revolving credit facility. Wecurrently view liquidity as less than adequate, primarily as aresult of the October 2014 maturity on the revolving creditfacility," S&P added.

The outlook is stable. In S&P's view, stable sales volume andlower expenses will help improve Liberty's earnings and cash flowin the second half of 2013. S&P believes Liberty will be able tomaintain an FFO to debt of about 8.0%

S&P could lower ratings if the company does not extend thematurity on its revolving credit facility beyond 2014 by October2013. S&P could also lower the rating if an unexpecteddeterioration of EBITDA margins resulted in the company's freeoperating cash flow turning negative.

Although it is not likely in the next 12 months, S&P may considera modest upgrade if Liberty continues to exhibit steady growth inrevenues and profitability while reducing costs, improving itscash flow generation and improving its debt maturity profile.This would like be consistent with an FFO to debt ratio of about10%.

LIFE UNIFORM: Rival to Buy After No Other Bidders Emerge--------------------------------------------------------Marie Beaudette writing for Dow Jones' DBR Small Cap reports thatLife Uniform Holding Corp. said it will move forward with its saleto rival chain Scrubs and Beyond LLC after no other biddersstepped up to challenge the $22 million bid.

The July 24 auction was cancelled because no other biddersemerged.

The Debtors negotiated a stalking horse asset purchase agreementdated May 29, 2013 for sale to Scrubs for $22.6 million, absenthigher and better offers.

A sale hearing is scheduled for July 26, 2013, at 10:00 a.m.prevailing Eastern Time.

About Life Uniform

Life Uniform was founded in 1965 when Angelica Corporation decidedto enter the retail uniform industry. The first Life Uniformstore opened in 1965 in Clayton, Missouri. At present, LifeUniform is the nation's largest independently owned medicalprofessional supplier.

Sun Uniform LLC acquired Life Uniform in July 2004. Since theacquisition by Sun the company addressed sagging profitability andoverhead issues and quickly drove increases in profitabilitythrough a combination of store rationalization and sensiblecorporate overhead initiatives. However, recent performance hasbeen declining in terms of revenue. This is due to the company'sliquidity issues, which prevented the company from completing itse-commerce system upgrade, encourage better pricing from vendors,and maintain sufficient capital.

Sun Uniforms Finance LLC is owed $6.1 million in principal on asecond lien note and holds two additional notes, each in theoriginal principal of $1.08 million. Angelica Corp. holds anunsecured junior subordinate not in the principal amount of $5.48million.

LightSquared Inc., the holding company largely owned by PhilFalcone and his Harbinger Capital Partners hedge fund, is notincluded in the offer.

The plan proposes to sell substantially all of LightSquared's so-called "LP" assets at auction, with L-Band Acquisition Corp.'soffer serving as the lead bid.

The $2.2 billion bid from L-Band would pay in full those holdingLightSquared's $1.7 billion secured bank loan. Holders of $235.6in LightSquared LP's preferred shares would receive little ornothing, according to the proposed plan.

Meanwhile, each holder of general unsecured claims against the LPunits would receive a pro rata share of the total amount thatwould be allocated for payment of those claims. The plan proposesto allocate $10 million to pay general unsecured claims estimatedat $7.6 million.

Under the plan, a distribution account will be established. Cashproceeds from the sale of the LP assets will be transferred to andvested in the distribution account.

Full-text copies of the proposed Chapter 11 plan and the outlineof the plan are available for free at:

The group's filing came after LightSquared lost its exclusiveright to control its reorganization on July 15.

Judge Chapman

Joseph Checkler, writing for the Wall Street Journal, reportedthat U.S. Bankruptcy Judge Shelley Chapman was disappointed whenlawyers for the lenders presented the plan without informing herin advance that they would do so.

"The level of my voice is not reflective of the level of myfrustration," the news agency quoted Judge Chapman as sayingduring the hearing held on Tuesday to consider a timeline forLightSquared to receive proposals.

The group's lawyers apologized for the timing of the filing butsaid their negotiations on the proposal didn't start until after ahearing last week, according to the report.

At the hearing, Judge Chapman approved a timeline that requirescompeting bids by the end of the day on December 6 and sets ahearing to confirm a final plan to begin December 10, according toa July 23 report by Tiffany Kary of Bloomberg News.

Mr. Ergen, Dish Network's chairman, initially made a $2 billionoffer for LightSquared in the spring. LightSquared didn'tnegotiate with Mr. Ergen after his bid in the spring, presumablybecause Mr. Falcone hopes to keep control of the company, TheJournal reported.

LightSquared had invested more than $4 billion to deploy anintegrated satellite-terrestrial network. In February 2012,however, the U.S. Federal Communications Commission toldLightSquared the agency would revoke a license to build out thenetwork as it would interfere with global positioning systems usedby the military and various industries. In March 2012, theCompany's partner, Sprint, canceled a master services agreement.LightSquared's lenders deemed the termination of the Sprintagreement would trigger cross-defaults under LightSquared'sprepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate aglobal restructuring that would provide LightSquared withliquidity and runway necessary to resolve its issues with the FCC.Despite working diligently and in good faith, however,LightSquared and the lenders were not able to consummate a globalrestructuring on terms acceptable to all interested parties.

LIGHTSQUARED INC: Lenders Propose Reorganization Plan-----------------------------------------------------Michael Bathon, substituting for Bloomberg News bankruptcycolumnist Bill Rochelle, reports that a group of lenders to PhilipA. Falcone's LightSquared Inc. proposed a reorganization plan forthe company, saying its LP unit should be sold at auction with alead offer from an entity owned by Dish Network Corp.

According to the report, L-Band Acquisition LLC, wholly owned byDish, raised its offer for LightSquared's assets to $2.2 billionby adding $220 million in cash under certain conditions, TomLauria, a lawyer for the lenders, said July 23 in U.S. BankruptcyCourt in Manhattan. LightSquared has refused to meet with L-Band.U.S. Bankruptcy Judge Shelley Chapman approved a timeline thatrequires competing bids by Dec. 6 and sets a hearing to confirm afinal plan to begin Dec. 10.

The report notes that LightSquared had said it expected competingproposals to reorganize its assets. The broadband-networkservices provider lost the exclusive right to control itsreorganization July 15.

The report discloses that Rachel Strickland, a lawyer for SPSpecial and L-Band, told Judge Chapman that LightSquared hasrefused to meet with its potential acquirer, even though a "bag of$2 billion in cash" has been sitting at its doorstep for more than45 days. Falcone's Harbinger Capital Partners LLC is "tryingdesperately" to keep ownership of LightSquared in the face ofdebt-buying by SP Special, at the expense of creditors, lendershave said. The Ergen fund joined the lender group on June 13.

LightSquared had invested more than $4 billion to deploy anintegrated satellite-terrestrial network. In February 2012,however, the U.S. Federal Communications Commission toldLightSquared the agency would revoke a license to build out thenetwork as it would interfere with global positioning systems usedby the military and various industries. In March 2012, theCompany's partner, Sprint, canceled a master services agreement.LightSquared's lenders deemed the termination of the Sprintagreement would trigger cross-defaults under LightSquared'sprepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate aglobal restructuring that would provide LightSquared withliquidity and runway necessary to resolve its issues with the FCC.Despite working diligently and in good faith, however,LightSquared and the lenders were not able to consummate a globalrestructuring on terms acceptable to all interested parties.

LORD & TAYLOR: S&P Lowers CCR to 'B'; Outlook Stable----------------------------------------------------Standard & Poor's Ratings Services said it lowered its corporatecredit rating on New York City-based Lord & Taylor Holdings LLC to'B' from 'B+'. The outlook is stable. The downgrade reflectsS&P's opinion that credit protection measures will not strengthenmeaningfully from current levels. It also incorporates S&P's viewthat performance gains will be minimal given a more difficultconsumer environment. S&P anticipates some recovery in the fourthquarter because of easier period-over-period comparisons as thecompany's operations were negatively affected by Superstorm Sandylast year. However, S&P do not believe it will be sufficient toreduce leverage below the mid-6x area. Concurrently, S&P withdrewits issue-level and recovery ratings on the term loan B since ithas been repaid in full.

"The ratings on Lord & Taylor reflect our assessment that itsfinancial risk profile is "highly leveraged" because of thesubstantial amount of debt and forecasted thin cash flowprotection measures," said credit analyst David Kuntz. "Ourassessment of the company's "weak" business risk profileincorporates our view of its participation in the highlycompetitive department store industry, its geographicconcentration, and its relatively small size compared with itspeers."

The stable outlook reflects S&P's expectation that credit metricswill remain relatively stable over the next year despite itsforecast for reduced consumer spending and an increasinglypromotional environment. S&P believes there could be somepositive gains in fourth-quarter 2013 and first-quarter 2014 giventhe easier comparables following Superstorm Sandy and the latearrival of spring temperatures in the northeast this year.

S&P could raise the rating if Lord & Taylor can strengthenperformance ahead of its expectations. The company woulddemonstrate strong same-store sales, a meaningful increase in fullprice sales, and good cost controls. Under this scenario, same-store sales would be in the mid- to upper-single digits andmargins would be about 100 basis points (bps) ahead of S&P'sexpectations. This would result in leverage under 5.0x.

S&P could lower the rating if merchandise missteps or a furtherweakening of consumer spending results in moderately negativesame-store sales and margins erode further because of substantialmarkdowns. Under this scenario, sales would be in the negativemid-single digits and margins would fall by about 50 bps. At thatime, leverage would increase to above 7.5x and interest coveragewould decline to the mid-1x area.

According to the report, Maxcom was unable to get the requiredsupport from noteholders to restructure out of court.

Maxcom requested a Sept. 10 hearing to seek court approval for itsplan to exit bankruptcy, according to court documents. The planwas supported by more than 98 percent of the holders of thecompany's $200 million in 11 percent senior secured bonds whovoted on it before the bankruptcy filing. Under the proposal, allcreditors except the senior noteholders will be paid in full,according to court documents. Ventura Capital agreed to make a$45 million capital infusion and offered to buy outstanding sharesfor 2.90 pesos each. Senior noteholders would get $200 million innew notes with reduced interest and extended maturities, accordingto the statement. They will also have the right to buy equitythat isn't subscribed in the offering, worth as much as 15 percentof the value of their notes.

The report discloses the company said liquidity constraintsprevented it from spending capital upgrading and expanding itsnetwork to keep pace with advances in technology. Maxcom said itwas also hurt by a transition to mobile phones from landlines.

About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in MexicoCity, Mexico, is a facilities-based telecommunications providerusing a "smart-build" approach to deliver last-mile connectivityto micro, small and medium-sized businesses and residentialcustomers in the Mexican territory. Maxcom launched commercialoperations in May 1999 and is currently offering local, longdistance, data, value-added, paid TV and IP-based services on afull basis in greater metropolitan Mexico City, Puebla, Tehuacan,San Luis, and Queretaro, and on a selected basis in several citiesin Mexico.

In June 2013, Maxcom didn't make an $11 million interest paymenton the notes.

Maxcom listed $11.1 billion in assets and $402.3 million in debt.The company had assets valued at 4.98 billion pesos ($394 million)in the quarter ended March 31, according to an April 26 regulatoryfiling. The company reached a restructuring agreement withVentura Capital, a group holding about $86 million, or 48.7percent, of the senior notes and about 44 percent of its equityholders, court papers show.

Michael Bathon, substituting for Bloomberg News bankruptcycolumnist Bill Rochelle, reports the company, based in Southfield,Michigan, listed as much as $50 million in both assets and debt inChapter 11 documents filed July 22 in U.S. Bankruptcy Court inWilmington, Delaware.

According to the report, Revstone is seeking to sell theMetavation assets for about $25.1 million after reaching anagreement with a unit of Mark IV LLC to serve as the stalking-horse, or initial, bidder, according to court filings. The offerwould be tested at a bankruptcy auction should it receive anycompeting bids, which would have to be $1.5 million higher thanthe initial offer.

"Metavation has determined that an expedited process for the saleof its assets to the stalking horse bidder or to anothersuccessful bidder, while the business is still operating as agoing concern, will maximize the return to creditors," lawyers forthe company said in court documents.

The report notes that the company said in court papers that itneeds to have procedures to govern the auction approved within 16days of Metavation's bankruptcy filing. A hearing to approve thesale would have to be scheduled within 16 days of the biddingprocedures being approved.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcycounsel to Greenwood and US Tool. Greenwood estimated $1 millionto $10 million in assets and $10 million to $50 million in debts.US Tool & Engineering estimated under $1 million in assets and$1 million to $10 million in debts. The petitions were signed byGeorge S. Homeister, chairman.

MF GLOBAL: Corzine Asks Judge to Dismiss Trustee Freeh's Suit-------------------------------------------------------------Michael Bathon, substituting for Bloomberg News bankruptcycolumnist Bill Rochelle, reports that Jon Corzine, the former headof MF Global Holdings Ltd., said a lawsuit brought by the firm'strustee should be dismissed because he can't be sued for whatturned out to be a failed business strategy.

According to the report, the trustee, Louis Freeh, suedMr. Corzine and senior executives Bradley Abelow and HenriSteenkamp in April, accusing them of failing to oversee thefutures broker, leading to its bankruptcy. Lawyers for thedefendants countered in court papers filed July 22 in U.S.Bankruptcy Court in Manhattan that they "were at all times workingto transform MF Global into a profitable business."

The report notes that the Freeh lawsuit is based on hindsight andcan't overcome the presumption that corporate officers in makingbusiness decisions act on an informed basis and in good faith, thedefendants said in their court filing. The parent company ofbrokerage MF Global Inc. filed for bankruptcy in October 2011after a wrong-way $6.3 billion trade on bonds of some of Europe'smost-indebted nations.

The report discloses that a report by Mr. Freeh blamed Mr. Corzineand his management team for bungling an expansion of the company'straditional business model while ignoring deficiencies in its riskcontrols. Mr. Corzine, a Democrat and former governor and senatorfrom New Jersey, once served as co-chairman of Goldman Sachs GroupInc. He was sued in June by the Commodity Futures TradingCommission, which accused him of failing to supervise employees.

The case is Freeh v. Corzine, 13-01333, U.S. Bankruptcy Court,Southern District of New York (Manhattan).

About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives.MF Global provides access to more than 70 exchanges around theworld. The firm also was one of 22 primary dealers authorized totrade U.S. government securities with the Federal Reserve Bank ofNew York. MF Global's roots go back nearly 230 years to a sugarbrokerage on the banks of the Thames River in London.

On Nov. 7, 2011, the United States Trustee appointed the statutorycreditors' committee in the Debtors' cases. At the behest of theStatutory Creditor's Committee, the Court directed the U.S.Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, theBankruptcy Court entered an order approving the appointment ofLouis J. Freeh, Esq., of Freeh Group International Solutions, LLC,as Chapter 11 trustee.

The Official Committee of Unsecured Creditors has retainedCapstone Advisory Group LLC as financial advisor, while lawyers atProskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commencedliquidation proceedings against MF Global Inc. to protectcustomers. James W. Giddens was appointed as trustee pursuant tothe Securities Investor Protection Act. He is a partner at HughesHubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO ofGoldman Sachs Group Inc., stepped down as chairman and chiefexecutive officer of MF Global just days after the bankruptcyfiling.

In April 2013, the Bankruptcy Court approved MF Global Holdings'plan to liquidate its assets. Bloomberg News reported that thecourt-approved disclosure statement initially toldcreditors with $1.134 billion in unsecured claims against theparent holding company why they could expect a recovery of 13.4%to 39.1% from the plan. As a consequence of a settlement withJPMorgan, supplemental materials informed unsecured creditorstheir recovery was reduced to the range of 11.4% to 34.4%. Banklenders will have the same recovery on their $1.174 billion claimagainst the holding company. As a consequence of the settlement,the predicted recovery became 18% to 41.5% for holders of $1.19billion in unsecured claims against the finance subsidiary,one of the companies under the umbrella of the holding companytrustee. Previously, the predicted recovery was 14.7% to 34% onbank lenders' claims against the finance subsidiary.

Michael Bathon, substituting for Bloomberg News bankruptcycolumnist Bill Rochelle, reports that the company, based in SanJose, California, estimated both debt and assets of as much as$50 million in Chapter 11 documents filed July 22 in U.S.Bankruptcy Court in its home town. An affiliate, Cha ChaEnterprises LLC, also sought court protection listing the sameamount in debt and assets.

The report notes that the grocer said in court filings it hasn'tdefaulted on any of its obligations to Wells Fargo but has misseda covenant related to profitability ratios due to higher payrollexpenses. Wells Fargo is owed $19.6 million in secured debt, on arevolving loan, a term loan and letters of credit, court papersshow. Vendors are owed about $10.8 million.

The report discloses that Mi Pueblo, founded as a single store in1991 by immigrant Juvenal Chavez, has become "the fastest-growingindependent supermarket chain in Northern California," accordingto court documents. The grocer has 15 stores in the Bay area,three in the Central Coast and three in Central Valley areas. MiPueblo offers bilingual employees in its stores and importsrecognized brands from Mexico, Central and South America. Thesupermarket chain had more than 3,200 employees and over$413 million in sales in 2012, court papers show.

MICHAELS STORES: Moody's Rates New $700MM PIK Toggle Notes Caa1---------------------------------------------------------------Moody's Investors Service assigned a Caa1 rating to Michaels FinCoHoldings, LLC proposed offering of $700 million senior unsecuredPIK Toggle notes. The rating outlook was revised to stable frompositive. Moody's also upgraded the rating assigned to Michael'sStores' senior secured term loan due 2020 to Ba3 from B1. Allother ratings, including the B2 Corporate Family Rating, wereaffirmed. The rating assigned is subject to receipt and review offinal documentation. Should the transaction close substantially onthe terms and conditions outlined the Corporate Family andProbability of Default Ratings will be moved to Michaels Holdingsfrom Michaels Stores, Inc.

The revision in the rating outlook to stable from positivereflects the sizable increase in debt following this offering. Inview of the increase in debt and shift toward a more aggressivefinancial policy, Moody's does not anticipate an upgrade is nowlikely.

Proceeds from the new note offering will be used to fund adistribution to Michaels Holdings' current owners. The Caa1 ratingassigned to the Michaels Holdings notes reflect that they are anobligation of the newly-formed holding company and will not beguaranteed by Michaels Stores Inc. (a wholly owned subsidiary ofMichaels Holdings and the principal operating company). Thesenotes thus rank junior to the significant amount of debt and non-debt liabilities of Michaels Stores Inc.

Michaels' B2 Corporate Family Rating reflects the company's highleverage with debt/EBITDA in the low six times range and interestcoverage near two times following this transaction. The ratingreflects the company's owner's aggressive financial policies,evidenced by this debt financed distribution. Michaels has astrong market position in the arts and craft segments, asevidenced in its high operating margins and a track record ofdriving higher sales. While the arts and craft segment hasgenerally stable demand, the company does participate in somesegments, such as seasonal decor and custom framing that are moresensitive to economic conditions. The rating also takes intoconsideration the company's good liquidity position, with no neardated debt maturities, no financial maintenance covenants in itsdebt arrangements and access to a sizable asset-based revolver tofund seasonal working capital requirements.

Ratings could be upgraded over time if Michaels Holdings continuesto generate positive revenue growth and operating margins aresustained in the low teens. Quantitatively, ratings could beupgraded if the company made a sustained commitment to reduceleverage with debt/EBITDA sustained below 5.25 times andEBITA/interest expense was sustained above 2.25 times whilemaintaining good overall liquidity.

Ratings could be lowered if the company were to see a sustainedreversal of recent positive trends in sales or if operatingmargins were to erode, indicating that the company's competitiveprofile was weakening. Ratings could also be lowered if thecompany's financial policies became more aggressive.Quantitatively, ratings could be lowered if debt/EBITDA was above6.5 times.

Michaels Stores, Inc., a wholly owned subsidiary of Michaels FinCoHoldings, LLC is the largest dedicated arts and crafts specialtyretailer in North America. The company operated 1,173 Michaelsstores in 49 states and Canada and 122 Aaron Brothers stores as ofMay 4, 2013. The company primarily sells general and children'scrafts, home decor and seasonal items, framing and scrapbookingproducts. Total sales are in excess of $4.4 billion. The companyis controlled by affiliates of Bain Capital Partners, LLC and TheBlackstone Group, L.P. who acquired Michaels in 2006.

The principal methodology used in this rating was the GlobalRetail Industry Methodology published in June 2011. Othermethodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEApublished in June 2009.

At the same time, S&P assigned a 'CCC+' issue-level rating to thecompany's proposed $700 million senior unsecured PIK notes due2018. The recovery rating is '6', indicating S&P's expectation ofnegligible (0% to 10%) recovery for noteholders in the event of apayment default.

The company plans to use proceeds from the debt transaction tofund a dividend to its financial sponsors, Bain Capital and TheBlackstone Group, Highfields and internal equity holders.

"The outlook revision reflects our view that the company's creditprotection measures will moderately weaken following the proposeddebt issuance," said credit analyst Kristina Koltunicki. "Weexpect financial ratios to remain indicative of a highly leveragedprofile absent the pay down of debt or a substantial improvementto operating performance over the next year."

S&P could lower the rating if operating performance stalls, likelyfrom poor holiday season results, which could cause leverage toincrease to about 7x. Under this scenario, gross margins woulddeteriorate by approximately 230 basis points and comparable-storesales would be flat over the next 12 months.

MOBILESMITH INC: Sells $200,000 Additional Convertible Note-----------------------------------------------------------Pursuant to the Amended and Restated Motors Liquidation CompanyGUC Trust Agreement dated as of June 11, 2012, as amended,Wilmington Trust Company, acting solely in its capacity as trustadministrator and trustee of the Motors Liquidation Company GUCTrust, is required to file certain GUC Trust Reports with theBankruptcy Court for the Southern District of New York. Inaddition, pursuant to that certain Bankruptcy Court OrderAuthorizing the GUC Trust Administrator to Liquidate New GMSecurities for the Purpose of Funding Fees, Costs and Expenses ofthe GUC Trust and the Avoidance Action Trust, dated March 8, 2012,the GUC Trust Administrator is required to file certain quarterlyvariance reports.

The GUC Trust Administrator on July 22, 2013, filed the GUC TrustReport required by Section 6.2(c) of the GUC Trust Agreementtogether with the Budget Variance Report, each for the quarterended June 30, 2013. In addition, the Motors Liquidation CompanyGUC Trust announced that no distribution in respect of its Unitsis anticipated for the fiscal quarter ended June 30, 2013.

The U.S. Trustee appointed an Official Committee of UnsecuredCreditors and a separate Official Committee of UnsecuredCreditors Holding Asbestos-Related Claims. Lawyers at KramerLevin Naftalis & Frankel LLP served as bankruptcy counsel to theCreditors Committee. Attorneys at Butzel Long served as counselon supplier contract matters. FTI Consulting Inc. served asfinancial advisors to the Creditors Committee. Elihu Inselbuch,Esq., at Caplin & Drysdale, Chartered, represented the AsbestosCommittee. Legal Analysis Systems, Inc., served as asbestosvaluation analyst.

The Bankruptcy Court entered an order confirming the Debtors'Second Amended Joint Chapter 11 Plan on March 29, 2011. The Planwas declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved. Onthe Dissolution Date, pursuant to the Plan and the MotorsLiquidation Company GUC Trust Agreement, dated March 30, 2011,between the parties thereto, the trust administrator and trustee-- GUC Trust Administrator -- of the Motors Liquidation CompanyGUC Trust, assumed responsibility for the affairs of and certainclaims against MLC and its debtor subsidiaries that were notconcluded prior to the Dissolution Date.

MOTORS LIQUIDATION: No Units Distribution for June 30 Quarter-------------------------------------------------------------MobileSmith, Inc., sold an additional convertible securedsubordinated note due Nov. 14, 2016, amounting to $200,000 to acurrent noteholder upon substantially the same terms andconditions as the Company's previously issued notes.

The Company is obligated to pay interest on the New Note at anannualized rate of 8 percent payable in quarterly installmentscommencing Oct. 22, 2013. As with the existing notes, the Companyis not permitted to prepay the New Note without approval of theholders of at least a majority of the aggregate principal amountof the Notes then outstanding.

The Company plans to use the proceeds to meet ongoing workingcapital and capital spending requirements.

About MobileSmith

MobileSmith, Inc., formerly Smart Online, Inc., develops andmarkets a ranges of mobile application software products andservices that are delivered via a Software-as-a-Service (SaaS),model. The Company also provides Website and mobile consultingservices to businesses and not-for-profit organizations. Itsprincipal products and services include SaaS applications forbusiness management, Web marketing, and e-commerce; Softwarebusiness tools that assist customers in developing writtencontent; Services that are designed to complement its productofferings and allows it to create custom business solutions thatfit its end users' and channel partners' needs; Services thatassist not-for-profit organizations in their fundraising efforts,and Mobile phone applications used to provide specializedcommunications and e-commerce opportunities for businesses andnot-for-profit organizations.

Smart Online disclosed a net loss of $4.39 million in 2012, ascompared with a net loss of $3.54 million in 2011. The Company'sbalance sheet at March 31, 2013, showed $1.24 million in totalassets, $29.82 million in total liabilities, and a $28.57 milliontotal stockholders' deficit.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "goingconcern" qualification on the consolidated financial statementsfor the year ended Dec. 31, 2012. The independent auditors notedthat the Company has suffered recurring losses from operations andhas a working capital deficiency as of Dec. 31, 2012, whichconditions raise substantial doubt about the Company's ability tocontinue as a going concern.

In a July 19, 2013, letter to the Minister of Aboriginal Affairsand Northern Development Canada, the Honourable Bernard Valcourt,the MVEIRB stated: "The Gahcho Kue Panel recommends, pursuant tosub-section 134(2) of the Mackenzie Valley Resource ManagementAct, that this development be allowed to proceed subject toimplementation of the measures and follow-up programs described inthis Report which are necessary to prevent potentially significantadverse impacts on the environment." A full copy of the Report ofEnvironmental Impact Review and Reasons for Decision is availableat http://www.reviewboard.ca/

Glen Koropchuk, De Beers Canada chief operating officer, stated:"We are pleased to receive the Report of Environmental ImpactReview and Reasons for Decision by the Mackenzie ValleyEnvironmental Impact Review Board on the proposed Gahcho Ku‚diamond mine. This represents an important step forward for theproposed new diamond mine. We are reviewing the Report to betterunderstand the implications of the measures and follow-up programsrecommended by MVEIRB. We look forward to proceeding to the nextstages in the regulatory approval process.

"We want to thank the Panel and staff of the MVEIRB forconsidering all of the evidence in preparing the Report. We alsoappreciate the continued participation by Aboriginal parties andother community and regulatory stakeholders as the Gahcho Ku‚Project moves ahead."

Patrick Evans, Mountain Province Diamonds President and CEO,added: "The Gahcho Kue joint venture has successfully demonstratedto the Review Board that the Gahcho Kue diamond mine can besuccessfully constructed and operated. Completion of theenvironmental review is a significant milestone".

The Gahcho Kue Project is a joint venture between De Beers (51percent) and Mountain Province Diamonds (49 percent). Located atKennady Lake, 280 km northeast of Yellowknife, the Gahcho Ku‚Project will recover an average of 4.5 million carats of diamondsannually over an 11 year life of mine. The Gahcho Kue diamondmine will employ up to 700 people during construction and between360 and 380 during operations.

About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/-- is a Canadian resource company in the process of permitting anddeveloping a diamond deposit known as the "Gahcho Kue Project"located in the Northwest Territories of Canada. The Company'sprimary asset is its 49 percent interest in the Gahcho KueProject.

Mountain Province disclosed a net loss of C$3.33 million for theyear ended Dec. 31, 2012, a net loss of C$11.53 million in 2011,and a net loss of C$14.53 million in 2010.

"The Company's primary mineral asset is in the exploration andevaluation stage and, as a result, the Company has no source ofrevenues. In each of the years December 31, 2012, 2011 and 2010,the Company incurred losses, and had negative cash flows fromoperating activities, and will be required to obtain additionalsources of financing to complete its business plans going into thefuture. Although the Company had working capital of $46,653,539at December 31, 2012, including $47,693,693 of cash and cashequivalents and short-term investments, the Company hasinsufficient capital to finance its operations and the Company?scosts of the Gahcho Kue Project (Note 7) over the next 12 months.The Company is currently investigating various sources ofadditional funding to increase the cash balances required forongoing operations over the foreseeable future. These additionalsources include, but are not limited to, share offerings, privateplacements, credit and debt facilities, as well as the exercise ofoutstanding options. However, there is no certainty that theCompany will be able to obtain financing from any of thosesources. These conditions indicate the existence of a materialuncertainty that results in substantial doubt as to the Company'sability to continue as a going concern," according to theCompany's annual report for the period ended Dec. 31, 2012.

MSR RESORT: Trades Jabs with Five Mile Over IP Assets From Sale---------------------------------------------------------------Maria Chutchian of BankruptcyLaw360 reported that attorneys forMSR Hotels & Resorts Inc. and alternative investment fund FiveMile Capital Partners LLC took turns attacking each other withrespect to some intellectual property assets that Five Mile sayswere mismanaged in a $1.5 billion sale earlier this year.

According to the report, the lawsuit was originally filed as aderivative action in New York state court accusing executives ofPaulson & Co., which owns the real estate investment trust, offailing to charge Government of Singapore Investment Corp., whichpurchased most of MSR's hotel assets.

MSR Resorts sought Chapter 11 bankruptcy to thwart a lawsuit bylender Five Mile Capital Partners that claims it is owed tens ofmillions of dollars related to the recent sale of several luxuryresorts. MSR Hotels will seek to sell its remaining assets andwind down.

Following the acquisition, five of the resorts with mortgage debtscheduled to mature on Feb. 1, 2011, were sent to Chapter 11bankruptcy by the Paulson and Winthrop joint venture affiliates.Then known as MSR Resort Golf Course LLC, the company and itsaffiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. LeadCase No. 11-10372) in Manhattan on Feb. 1, 2011. The resortssubject to the 2011 filings were Grand Wailea Resort and Spa,Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGAWest, Doral Golf Resort and Spa, and Claremont Resort and Spa.

In the 2011 petitions, the five resorts had $2.2 billion in assetsand $1.9 billion in debt as of Nov. 30, 2010. In its 2011schedules, MSR Resort disclosed $59,399,666 in total assets and$1,013,213,968 in total liabilities.

The Official Committee of Unsecured Creditors in the 2011 case wasrepresented by Martin G. Bunin, Esq., and Craig E. Freeman, Esq.,at Alston & Bird LLP, in New York.

In March 2012, the Debtors won Court approval to sell the DoralGolf Resort to Trump Endeavor 12 LLC, an affiliate of DonaldTrump's Trump Organization LLC, for $150 million. An auction washeld in February that year but no other bids were received.

The 2011 Debtors won approval of a bankruptcy-exit plan inFebruary this year. That plan was predicated on the sale of theremaining four resorts by the Government of Singapore InvestmentCorp. -- the world's eighth-largest sovereign wealth fund,according to the Sovereign Wealth Fund Institute -- for $1.5billion.

U.S. Bankruptcy Judge Sean Lane, who oversaw the 2011 cases,overruled Plan objections by the U.S. Internal Revenue Service andinvestor Five Mile. The IRS and Five Mile alleged that the salecreated a tax liability of as much as $331 million that may not bepaid.

Bloomberg News reported that the exit plan provides for repaymentof 96% of secured debt and 100% of general unsecured debt. FiveMile stood to lose about $58 million, including investments bypension funds and other parties, David Friedman, Esq., a lawyerfor Five Mile, said during the Plan approval hearing, according toBloomberg.

That Plan was declared effective on Feb. 28, 2013.

On April 9, 2013, Five Mile sued Paulson & Co. executives and MSRHotels in New York state court, alleging they (i) mishandled thecompany's intellectual property and other assets in a bankruptcysale, and failed to get the best price for the assets, and (ii)owe Five Mile $58.7 million on a loan. According to a Reutersreport, Five Mile seeks $58.7 million representing sums owed,including interest and costs, plus at least $100 million forbreach of fiduciary duty, gross negligence and corporate waste.

"The outlook revision comes after Nash Finch announced adefinitive agreement to merge with Spartan Stores Inc. in an all-stock transaction. The transaction will be financed with noadditional debt and Nash Finch shareholders will receive 1.2shares of Spartan stock," said credit analyst Charles Pinson-Rose."Currently, Nash Finch's adjusted leverage is 4.5x and funds fromoperations (FFO)/debt is about 15.0%. Spartan has roughly thesame EBITDA base and leverage of 2.3x and FFO/debt of 36.5%. On apro forma basis, we expect leverage to be about 3.3x and FFO/debtto be near 25%. This marks a considerable improvement, and creditmetrics could improve further as the combined company realizespotential cost saving opportunities. However, both companies facea difficult industry environment, as discounters andnontraditional food retailers enter the food retail industry,which could strain sales and profits in both the retail anddistribution operations and counteract the cost savingopportunities," S&P added.

"The outlook is positive and incorporates the possibility that thecombined company could have materially better credit protectionmeasures. We expect pro-forma leverage to be approximately 3.3x,but we believe that there could be profit pressures at Nash Finchover the near term. If the operating trends stabilize and weexpect the combined company to maintain leverage below 3.6x, wemay consider a higher rating following the completion of themerger transaction. This means that we would not forecast thecombined company's EBITDA to be lower than $190 million -- roughly9% lower than current pro-forma EBITDA levels. As part of thereview for an upgrade, we would also want to assess the combinedcompany's business risk profile and its profit growth prospects.However, given the nature of industry, we currently do not expectto revise the weak business risk assessment. Conversely, we wouldlikely revise the outlook to stable if performance continues todecline at Nash Finch and operating trends worsen at Spartan overthe next couple of quarters, and we did not believe the combinedcompany would maintain EBITDA above $190 million," S&P noted.

NATIONWIDE INSURANCE: A.M. Best Hikes Finc'l Strength Rating to B-----------------------------------------------------------------A.M. Best Co. has upgraded the financial strength rating to B(Fair) from B- (Fair) and issuer credit rating to "bb" from "bb-"of Nationwide Insurance Company of Florida (NICOF) (Columbus, OH).The outlook for both ratings has been revised to stable frompositive.

The rating upgrades reflect NICOF's improved level of risk-adjusted capitalization (when stress tested) as a result of itsprevious coastal reduction initiatives and improved operatingresults over the last couple of years. The ratings also continueto consider the risk inherent in NICOF's remaining, smallerproperty book of business in Florida.

Regarding future rating movement for NICOF, if underwritingperformance can improve and stabilize, with projections onoperating performance being met or exceeded, A.M. Best would againconsider upward rating movement. Conversely, an active and severehurricane season could lead to downward pressure on the company'sratings.

NEXT 1 INTERACTIVE: Incurs $1.4 Million Net Loss in May 31 Qtr.---------------------------------------------------------------Next 1 Interactive, Inc., filed with the U.S. Securities andExchange Commission its quarterly report on Form 10-Q disclosinga net loss of $1.40 million on $495,441 of total revenues for thethree months ended May 31, 2013, as compared with a net loss of$714,913 on $168,396 of total revenues for the same period duringthe prior year.

As of May 31, 2013, the Company had $4.32 million in total assets,$13.06 million in total liabilities and a $8.74 million totalstockholders' deficit.

The Company filed a Certificate of Amendment to the Certificate ofDesignations with the Nevada Secretary of State to amend andrestate the Certificate of Designations of the Company's Series A10 percent Cumulative Convertible Preferred Stock, $0.01 par valueper share.

The Series A Amendment amends and restates the voting powers,designations, preferences, limitations restrictions and relativerights of the Series A Preferred Stock to clarify the conversionprice and to grant to a holder of the Series A Preferred Stock theoption to elect to convert all or any part of that holder's sharesof Series A Preferred Stock into shares of the Company's Series CConvertible Preferred Stock, par value $0.00001 per share, at aconversion rate of five shares of Series A Preferred Stock forevery one share of Series C Preferred Stock.

Weston, Fla.-based Next 1 Interactive, Inc., is the parent companyof RRTV Network (formerly Resort & Residence TV), Next Trip -- itstravel division, and Next One Realty -- its real estate division.The Company is positioning itself to emerge as a multi revenuestream "Next Generation" media-company, representing theconvergence of TV, mobile devices and the Internet by providingmultiple platform dynamics for interactivity on TV, Video OnDemand (VOD) and web solutions. The Company has worked withmultiple distributors beta testing its platforms as part of itsroll out of TV programming and VOD Networks. The list of multi-system operators the Company has worked with includes Comcast,Cox, Time Warner and Direct TV. At present the Company operatesthe Home Tour Network through its minority owned/joint venturereal estate partner -- RealBiz Media. As of July 17, 2012, theHome Tour Network features over 4,300 home listings in four citieson the Cox Communications network.

Next 1 Interactive disclosed a net loss attributable to theCompany of $4.19 million on $987,115 of total revenues for theyear ended Feb. 28, 2013, as compared with a net loss attributableto the Company of $13.65 million on $1.29 million of totalrevenues for the year ended Feb. 29, 2012.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "goingconcern" qualification on the consolidated financial statementsfor the year ended Feb. 28, 2013. The independent auditors notedthat the Company has incurred losses of $4,233,102 for the yearended Feb. 28, 2013, and the Company had an accumulated deficit of$71,193,862 and a working capital deficit of $13,371,094 atFeb. 28, 2013. These conditions raise substantial doubt about theCompany's ability to continue as a going concern.

Bankruptcy Warning

"If we continue to experience liquidity issues and are unable togenerate revenue, we may be unable to repay our outstanding debtwhen due and may be forced to seek protection under the federalbankruptcy laws," according to the Company's annual report for theyear ended Feb. 28, 2013.

ORECK CORP: Bankruptcy Court Approves TTI Asset Acquisition-----------------------------------------------------------Royal Appliance Mfg. Co. (RAM), a subsidiary of the TTI Group, onJuly 25 disclosed that the purchase of the assets of the OreckCorporation has been finalized. The agreement was formallyapproved by the United States Bankruptcy Court, Middle District ofTennessee on July 16.

TTI will retain all employees and continue manufacturingoperations in Cookeville, TN and will continue to have a smallpresence in Nashville.

The Oreck brand, founded 50 years ago, earned category leadingconsumer loyalty by delivering high quality premium products andbacking up those products with unbeatable customer service.

Oreck has been in the business of manufacturing, marketing andselling vacuum cleaners and related products since the late 1960s.The corporate offices are located in Nashville, and themanufacturing and call center is located in Cookeville, Tennessee.

The U.S. Trustee appointed six creditors to the Official Committeeof Unsecured Creditors. Daniel H. Puryear, Esq., at Puryear LawGroup, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., atLowenstein Sandler LLP represent the Committee. The Committeetapped to retain Gavin/Solmonese LLC as it financial advisor.

ORMET CORP: Now OC Liquidation; Settlement Approved---------------------------------------------------BankruptcyData reported that the U.S. Bankruptcy Court approvedOrmet's motion to change its name and modify the caption in theDebtors' jointly-administered cases.

Promptly upon closing of the sale, the Debtors are authorized anddirected to change their corporate names and to file theappropriate amendments with the appropriate government agencies inthe jurisdictions of formation and incorporation, the reportrelated.

Ormet Corporation will now be known as OC Liquidation, Inc.

Separately, the Court also approved a motion filed by Ormet andits official committee of unsecured creditors for an orderapproving settlement, pursuant to Bankruptcy Code Section 105(A)and Bankruptcy Rule 9019.

As previously reported, "Under the proposed settlement,...thebuyer will issue to Ormet's general unsecured creditor trust a $2million Unsecured Note due 2019 for the benefit of the estate'sgeneral unsecured creditors. This note represents an increase of$1 million over the amount of the buyer securities considerationoriginally provided for in the APA."

Operations Cut

Matt Chiappardi of BankruptcyLaw360 reported that a Delawarebankruptcy judge allowed aluminum smelter Ormet Corp. to curtailoperations at both of its facilities as it waits for a decisionfrom Ohio utility regulators on a power agreement crucial toclosing its $130 million sale to private equity firm WayzataInvestment Partners LLC.

According to the report, U.S. Bankruptcy Judge Mary F. Walrathsaid from the bench Ormet had persuaded her it had an immediateneed to cut operations at its Ohio and Louisiana facilitiesbecause it needs to stretch its funds.

The IRS states, "IRS is a creditor and party in interest, IRS hasasserted a general unsecured pre-petition claim against PensonWorldwide, in the amount of $99,599.73 and an estimated priorityclaim in the amount of $100.00. IRS has also asserted a securedclaim against Penson Futures in the amount of $100.00. IRS hasalso asserted a secured claim against Penson Futures in the amountof $34,190.81 and a general unsecured claim in the amount of$211.06. Penson Worldwide has not filed its corporate federal Form1120 for the 2012 tax year. This return is out on extension untilSeptember 15, 2013. IRS objects to the confirmation of the Planunless and until all outstanding federal tax returns are filed."

Grace Financial Group asserts, "...[T]he Plan does not establish asufficient reserve for Disputed Claims, and instead gives PTLdiscretion to unilaterally estimate the amount of each DisputedClaim and only reserve that estimated amount, rather than setaside a reserve that includes the amounts of each Disputed Claimas filed."

Founded in 1995, Penson Worldwide is provider of a range ofcritical securities and futures processing infrastructure productsand services to the global financial services industry. Thecompany's products and services include securities and futuresclearing and execution, financing and cash management technologyand other related offerings, and it provides tools and services tosupport trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in theUnited States. Its foreign-based subsidiaries were some of thelargest independent clearing brokers in Canada and Australia andthe second largest independent clearing broker in the UnitedKingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight CapitalGroup Inc. and its broker-deal subsidiary to Apex Clearing Corp.But the company was unable to successfully streamline is businessafter the asset sales.

The company estimated $100 million to $500 million in assets andliabilities in its Chapter 11 petition. The last publicly filedfinancial statements as of June 30 showed assets of $1.17 billionand liabilities totaling $1.227 billion.

At the same time, S&P assigned its preliminary 'B+' issue-levelrating and preliminary '2' recovery rating to borrower PlayaResorts Holdings B.V.'s proposed $375 million senior securedcredit facility (consisting of a $25 million revolver due 2018 anda $350 million term loan due 2019). The preliminary '2' recoveryrating on the proposed facility reflects S&P's expectation forsubstantial (70% to 90%) recovery for lenders in the event ofa payment default.

S&P also assigned its preliminary 'B' issue-level and preliminary'4' recovery rating to Playa Resorts Holdings B.V.'s proposed$300 million senior unsecured notes due 2020. The preliminary '4'recovery rating reflects S&P's expectation for average (30% to50%) recovery for lenders in the event of a payment default.

Proceeds from the proposed debt issuances, along with a$325 million preferred and common equity investment by HyattHotels Corp., a $50 million preferred equity investment by acurrent shareholder of BD Real Resorts, and more than $400 millionin common equity contributed by certain predecessor companyshareholders, will be used to acquire eight all-inclusive resortsfrom Playa's predecessor company, four all-inclusive resorts and amanagement company from BD Real Resorts, and one resort inJamaica. Proceeds will also repay debt and other obligations atpredecessor companies, pay transaction fees and expenses, andplace cash on the balance sheet to finance resort renovationsthrough 2015.

The 'B' preliminary corporate credit rating reflects S&P'sassessment of Playa's financial risk as "highly leveraged" and itsassessment of the company's business risk as "weak," according toits criteria.

The stable outlook reflects S&P's expectation that EBITDA coverageof cash interest expense will be in the 2x area over the next twoyears, which is good for the rating. The stable outlook alsoreflects S&P's expectation that Playa will have adequate liquidityin the form of cash flow from operations and pro forma cashbalances to complete significant renovation expenditures through2015.

"Ratings upside is limited at this time, given integration,renovation, and brand launch risk over the next few years," saidStandard & Poor's credit analyst Emile Courtney.

PLYMOUTH OIL: Plan Confirmation Hearing Taken Under Advisement--------------------------------------------------------------The U.S. Bankruptcy Court for the Northern District of Iowa statedthat the hearing to consider confirmation of Plymouth Oil Company,LLC's Chapter 11 Plan, and motion to dismiss the Debtor's case istaken under advisement.

As reported by the Troubled Company Reporter on May 28, 2013, theDebtor's Plan will be implemented in a variety of ways, includingrestructuring various secured debts, issuing membership units ofthe Reorganized Debtor in return for the satisfaction of certainclaims, through new equity investment by various new investors inthe Reorganized Debtor, through the sale of certain of its assetsincluding but not necessarily limited to the sale of the Feed Milland the acreage.

Payments and distributions under the Plan will be funded by fundson hand, collection of accounts receivables, new equityinvestment, net proceeds from the sale of assets, and recoveriesfrom avoidance actions and other actions.

Plymouth Oil Company, LLC, filed a bare-bones Chapter 11 petition(Bankr. N.D. Iowa Case No. 12-01403) in Sioux City on July 23,2012. In its amended schedules, the Debtor disclosed $21,623,349in total assets and $12,891,586 in total liabilities.

Plymouth Oil -- http://www.plymouthoil.com-- has a $30 million extraction plant located at 22058 K-42 Merrill, Iowa, directlyacross from the new Plymouth Energy Ethanol Plant.

Founded by local investors, Plymouth Oil Company, LLC startedoperations in February 2010 purchasing raw corn germ and refiningthis material into de-oiled germ meal and kosher food-gradecooking oil. The plant has the capability of pumping out 90 tonsof corn oil each day and about 300 tons of DCGM (defatted corngerm meal) daily, which is used for hog, poultry and dairy feed.

Powerwave Technologies, headquartered in Santa Ana, Cal., is aglobal supplier of end-to-end wireless solutions for wirelesscommunications networks. The Company has historically sold themajority of its product solutions to the commercial wirelessinfrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45million in total assets, $396.05 million in total liabilities anda $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, theDebtor owes $150 million in principal under 3.875% convertiblesubordinated notes and $106 million in principal under 2.5%convertible senior subordinated notes where Deutsche Bank TrustCompany Americas is the indenture trustee. In addition, as of thePetition Date, the Debtor estimates that between $15 and $25million is outstanding to its vendors.

PRIMCOGENT SOLUTIONS: July 30 Hearing on Orix's Bid to Foreclose----------------------------------------------------------------The Bankruptcy Court continued until July 30, 2013, at 10 a.m.,the hearing to consider secured lender ORIX Ventures LLC's motionfor relief from the automatic stay in the Chapter 11 cases ofPrimcogent Solutions, LLC, to foreclose upon prepetitioncollateral.

According to ORIX, the Debtor has commenced an adversaryproceeding against Erchonia Corporation, which sought, among otherthings: (i) judgment declaring that the Erchonia Agreements hadnot been terminated, or alternatively, that certain post-termination provisions of the Erchonia Agreements remained ineffect; and (ii) a temporary restraining order and preliminaryinjunction preventing Erchonia from terminating the ErchoniaAgreements or taking actions as if such agreements wereterminated.

ORIX said the Debtor concedes that viability of its business isdependent upon the Debtor's relationship with Erchonia. Withoutthe right to license certain crucial intellectual property fromErchonia, the value of the Debtor's inventory will be reduced to"mere scrap."

The Debtor also requested authorization to use ORIX's cashcollateral to maintain business operations, consisting primarilyof litigating with Erchonia and liquidating ORIX's collateral,just as if the Debtor was continuing full scale operations priorto the purported termination of the Erchonia Agreements.

As of the Petition Date, the Debtor was indebted to ORIX in anapproximate amount not less than $11.3 million, plus accruedunpaid interest, fees and other charges.

In this relation, the Debtor and ORIX reached a consensualresolution providing for the limited use of cash collateral.Additionally, the Debtor would waive its right to a preliminarylift stay hearing, and agree to hold a final, evidentiary hearingregarding the relief from the automatic stay requested by ORIXherein on the Hearing Date.

Primcogent Solutions, LLC, is a supplier and distributor ofmedical equipment and services in North America. Primcogentoperates as the exclusive North American (and, through itsEuropean subsidiaries, Western European) seller or distributor ofequipment manufactured by Erchonia Corporation, pursuant toexclusive license and supply agreements. Products sold includeErchonia's non-invasive body-contouring laser technologytrademarked under the name Zerona(R), including the Zerona BodyLaser.

Primcogent was formed in late 2011 following the acquisitionof the business of Santa Barbara Medical Innovations LLC for$18 million. Although the Erchonia agreement gave Primcogentperpetual rights to sell Erchonia products, Erchonia declared inMarch 2013 that the agreement has been terminated due toPrimcogent's alleged failure to perform and starting that timestopped servicing Primcogent's products. Primcogent, on the otherhand, claims Erchonia has committed fraud, breached the agreementand tortiously interfered with Primcogent's business. Primcogentcites, among other things, Erchonia's failure to obtain FDAclearance of Lunula, a laser technology used to treat or cure toefungus.

Primcogent also claims ORIX, its secured lender, is working inconcert with Erchonia. A default in the Erchonia agreementtriggered a cross-default in the credit agreement, and the securedlender has already seized control of Primcogent's cash account andis attempting to control warehouse inventory.

Primcogent filed a bare-bones Chapter 11 petition (Bankr. N.D.Tex. Case No. 13-42368) in Ft. Worth, Texas, on May 20, 2013. Thepetition was signed by David Boris, chairman of board of managersof managing member. The Debtor disclosed $82,490,751 in assetsand $27,236,020 in liabilities as of the Chapter 11 filing. JudgeMichael Lynn presides over the case. Jason Napoleon Thelen,Esq.,at Andrews Kurth, LLP, serves as the Debtor's counsel.

ORIX is represented by Robert W. Jones, Esq., and Brian Smith,Esq., at Patton Boggs, LLP.

On Feb. 2, 2007, Prommis Solutions, LLC formerly known as MRDefault Services LLC, and MHS entered into a services andtechnology agreement whereby Prommis was the exclusive provided ofnon-legal support services to MHS.

Pursuant to the service agreement, Prommis is obligated to performservices for the benefit of MHS and MHS is obligated accept andcompensate Prommis for the performance for a period of 20 years.

The Debtors said they have realized significant value for asubstantial portion of their assets through sales to McCallaRaymer, LLC Johnson & Freedman, L.L.C., and Pite Duncan, LLP. Asthe Debtors wind down their operations, the Debtors determinedthat it is in the best interests of the estates to ceaseperformance under the service agreement.

About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings, LLC, and its 10affiliates delivered their petitions for voluntary bankruptcyunder Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead CaseNo. 13-10551) on March 18, 2013.

The petition estimated the lead Debtors' assets to range between$10 million and $50 million and the lead Debtor's debts between$50 million and $100 million. Prommis Solutions, LLC, a debtor-affiliate disclosed $18,488,803 in assets and $260,232,313 inliabilities as of the Chapter 11 filing. The petitions weresigned by Charles T. Piper, chief executive officer.

The U.S. Trustee for Region 3 appointed three creditors to servein the Official Committee of Unsecured Creditors. The Committeetapped Saul Ewing LLP and Hahn & Hessen as its co-counsels, andFTI Consulting, Inc., as its financial advisor.

PWK TIMBERLAND: Wants Until Nov. 21 to Propose Chapter 11 Plan--------------------------------------------------------------PWK Timberland, LLC asks the U.S. Bankruptcy Court for the WesternDistrict of Louisiana to extend its exclusive periods to file aproposed chapter 11 plan until Nov. 21, 2013, and solicitacceptances for that plan until Jan. 21, 2014, respectively.

The Debtor said it needed more time to negotiate a settlement andpropose a plan of reorganization without interference fromcreditors and other interests.

Since, when other concurrent transactions are accounted-for, thecompany's debt balance will be substantially unchanged, thetransaction has no implications for existing ratings and the newnotes are rated B1, one notch higher than QMI's existing seniorunsecured notes.

The following summarizes the rating action and QMI's existingratings:

Issuer: Quebecor Media Inc.

Senior Secured Term Loan B, rated B1 (LGD4, 62%)

Corporate Family Rating, affirmed at Ba3

Probability of Default Rating, affirmed at Ba3-PD

Speculative Grade Liquidity Rating, affirmed at SGL-2

Outlook, maintained at Stable

Senior Unsecured Regular Bond/Debenture, affirmed at B2 (LGD5, 81%)

Issuer: Videotron Ltee

Senior Unsecured Regular Bond/Debenture, affirmed at Ba2 (LGD2, 29%)

Ratings Rationale:

QMI's Ba3 corporate family rating balances the sustainability andrecession-resistance of the cable-based broadband communicationscash flow of its Videotron subsidiary, against the potential ofdebt-financing to buy-out QMI's minority shareholder. Financialperformance is also constrained by elevated capital spending andstart-up losses related to launching a facilities-based wirelessproduct, fixed-line margin pressure from increasing IPTVcompetition and secular pressures in the newspaper publishingbusiness. However, down-side risks are somewhat mitigated givenguidance that QMI would not exceed company-defined TD/EBITDA of 4x(Moody's adjustments add approximately 0.6x to company-reportedfigures); Moody's expects QMI's consolidated Debt/EBITDA to bemaintained in the low-4x/high-3x range (as adjusted by Moody's;March 31, 2013's measure was 4.0x).

Rating Outlook

The outlook is stable since QMI has stated that it will notoperate beyond company-defined TD/EBITDA of 4x. The stable outlookalso reflects Moody's expectation that QMI will maintain solidliquidity and be free cash flow positive after 2014 as a period ofelevated capital spending ends.

What Could Change the Rating - UP

For an upgrade to be considered, it would be preferable that QMIhave a stable business platform with growth expected to comeprimarily from organic sources. With that and were TD/EBITDAexpected to be in the sub 3.5x range, FCF/TD over 5%, RCF/TDmaintained in excess of 15%, and (EBITDA-CapEx)/Interest improvedto above 2.25x (incorporating Moody's standard adjustments) - inall cases on a sustainable basis - a ratings upgrade may beconsidered.

What Could Change the Rating - DOWN

Should TD/EBITDA not decline towards pre-CDP buy-out levels andremain in the mid-to-low 4x range, FCF/TD be close to break evenand RCF/TD trending towards 10%, in all cases on a sustainablebasis, the ratings may be subject to downwards pressure(incorporating Moody's standard adjustments). As well, significantdebt-financed acquisition or share buy-back activity or adverseliquidity events may prompt an adverse ratings adjustment.

The principal methodology used in this rating was Global PayTelevision - Cable and Direct-to-Home Satellite Operatorspublished in April 2013. Other methodologies used include LossGiven Default for Speculative-Grade Non-Financial Companies in theU.S., Canada and EMEA published in June 2009.

RADIAN GROUP: Posts $33.2-Mil. Net Loss in Q2 Ended June 30-----------------------------------------------------------Radian Group Inc. on July 24 reported a net loss for the quarterended June 30, 2013, of $33.2 million, or $0.19 per diluted share,which included net losses on investments of $130.3 million andcombined net gains from the change in fair value of derivativesand other financial instruments of $87.7 million. This comparesto a net loss for the quarter ended June 30, 2012, of $119.3million, or $0.90 per diluted share, which included net gains oninvestments of $26.4 million and combined net losses from thechange in fair value of derivatives and other financialinstruments of $95.0 million. Book value per share at June 30,2013, was $5.22.

"We are pleased with our improved financial results in the quarterand the first half of the year," said Chief Executive Officer S.A.Ibrahim. "Compared to the second quarter of last year, our newmortgage insurance business written grew 60% and we reduced ourinventory of primary delinquent loans by 21%. The loss ratio forour mortgage insurance business was approximately 70% for thesecond consecutive quarter, and the mortgage insurance lossprovision for the first half of 2013 reached its lowest levelsince the first half of 2007."

-- In 2012, Radian Guaranty entered into two quota sharereinsurance agreements with the same third-party reinsuranceprovider, in order to proactively manage its risk-to-capitalposition. On April 1, 2013, Radian reduced the amount of newbusiness ceded to the reinsurer on a prospective basis from 20percent to 5 percent. As of June 30, 2013, a total of $2.5billion of risk in force had been ceded under those agreements.On December 31, 2014, and on December 31, 2015, Radian will havethe option to recapture a portion of the business that has beenreinsured.

-- As of June, 2013, Radian Guaranty's statutory capital was $1.2billion compared to $1.1 billion at March 31, 2013, and $0.9billion a year ago.

-- Radian Group maintains approximately $816 million of currentlyavailable liquidity.

SECOND QUARTER HIGHLIGHTS

-- New mortgage insurance written (NIW) grew to $13.4 billionduring the quarter, compared to $10.9 billion in the first quarterof 2013 and $8.3 billion in the second quarter of 2012. -- TheHome Affordable Refinance Program (HARP) accounted for $2.4billion of insurance not included in Radian Guaranty's NIW totalfor the quarter. This compares to $2.5 billion in the firstquarter of 2013, and $2.4 billion in the second quarter of 2012.

-- NIW continued to consist of loans with excellent riskcharacteristics.

-- The net loss for the second quarter was $33.2 million whichincluded net losses on investments of $130.3 million and combinednet gains from the change in fair value of derivatives and otherfinancial instruments of $87.7 million. Included in the netlosses on investments were net unrealized losses of $139.1million, driven by rising interest rates, which reduced the marketvalue of the company's fixed-income portfolio.

-- The mortgage insurance provision for losses was $136.4 millionin the second quarter of 2013, compared to $132.0 million in thefirst quarter of 2013, and $208.1 million in the second quarter of2012. The loss ratio in the second quarter for Radian Guarantywas 68.9 percent, compared to 72.1 percent in the first quarter of2013, and 121.9 percent in the second quarter of 2012. Mortgageinsurance loss reserves were approximately $2.7 billion as ofJune 30, 2013, which decreased from $2.9 billion in the firstquarter of 2013, and from $3.2 billion a year ago. First-lienreserves per primary default were $30,932 as of June 30, 2013,compared to $30,426 as of March 31, 2013, and $28,410 as of June30, 2012.

-- The total number of primary delinquent loans decreased by 8percent in the second quarter from the first quarter of 2013, andby 21 percent from the second quarter of 2012. The primarymortgage insurance delinquency rate decreased to 9.7 percent inthe second quarter of 2013, compared to 10.9 percent in the firstquarter of 2013, and 13.3 percent in the second quarter of 2012.

-- Total mortgage insurance claims paid were $326.4 million,compared to $309.9 million in the first quarter of 2013, and$263.4 million in the second quarter of 2012. The companycontinues to expect mortgage insurance net claims paid ofapproximately $1.4 billion for the full-year 2013.

-- $19.0 million of other operating expenses in the second quarterrepresented long-term incentive compensation, compared to $38.0million in the first quarter of 2013. The expense in both periodswas impacted by an increase in the liability for cash-settledawards, which was driven primarily by an increase in the company'sstock price and represented $7.0 million in the second quarter,compared to $32.3 million in the first quarter of 2013.

-- Radian Asset Assurance Inc. serves as an important source ofcapital support for Radian Guaranty and is expected to continue toprovide Radian Guaranty with dividends over time. -- As ofJune 30, 2013, Radian Asset had approximately $1.2 billion instatutory surplus with an additional $0.4 billion in claims-payingresources.

-- In July 2013, Radian Asset paid a dividend of $36 million toRadian Guaranty. Since 2008, Radian Asset has paid a total of$420 million in dividends to Radian Guaranty.

-- Since June 30, 2008, Radian Asset has successfully reduced itstotal net par exposure by 76 percent to $27.3 billion as ofJune 30, 2013, including large declines in the riskier segments ofthe portfolio.

About Radian Group

Headquartered in Philadelphia, Radian Group Inc. --http://www.radian.biz-- provides private mortgage insurance and related risk mitigation products and services to mortgage lendersnationwide through its principal operating subsidiary, RadianGuaranty Inc. These services help promote and preservehomeownership opportunities for homebuyers, while protectinglenders from default-related losses on residential first mortgagesand facilitating the sale of low-downpayment mortgages in thesecondary market.

* * *

As reported by the Troubled Company Reporter on March 4, 2013,Standard & Poor's Ratings Services said that it has affirmed allof its ratings on Radian Group Inc. At the same time, S&P revisedthe outlook to stable from negative. S&P also assigned its 'CCC+'senior unsecured debt rating to the company's proposed$350 million convertible senior notes.

As reported by the Troubled Company Reporter on Oct. 17, 2012,Standard & Poor's Rating Services raised its long-term issuercredit ratings on Radian Group Inc. (RDN) to 'CCC+' from 'CCC-'and MGIC Investment Corp. (MTG) to 'CCC+' from 'CCC'. Thefinancial strength ratings for both RDN's and MTG's respectiveoperating companies are unchanged. The outlook on both companiesis negative.

"The outlook for each company is negative, reflecting thecontinuing risk of significant adverse reserve development; thecurrent trajectory of operating performance; and the expectedimpact ongoing losses will have on their capital positions," S&Psaid in October 2012. "We expect operating performance todeteriorate for the rest of the year for both companies,reflecting the affect of normal adverse seasonality on new noticesof delinquency and cure rates, and the lack of greater improvementin the job markets."

RANCHO CALIFORNIA: Chapter 11 Case Dismissed--------------------------------------------Judge Louise DeCarl Adler of the U.S. Bankruptcy Court for theSouthern District of California dismissed Rancho CaliforniaCenter, d/b/a North View Business Center's Chapter 11 case andbarred the Debtor and any of its affiliates from re-filingbankruptcy under any Chapter of the Bankruptcy Code pendingpayment in full to Nationwide Life Insurance Company of allobligations under the documents governing the $3,240,000 loans asthey come due and owing, either voluntarily by the March 1, 2014,Maturity Date, or involuntarily thereafter by way of any sale ofthe Debtor's real property.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.Sec. 101(51B), filed schedules disclosing $11.3 million in assetsand $3.13 million in liabilities. The Debtor owns a 92,000-squarefeet industrial building at 4665 North Avenue, in Oceanside,California. The property is valued at $11 million and secures a$3.05 million debt to Nationwide Life Insurance Co.

A plan of reorganization was filed on March 12, 2013.

REALOGY CORP: Inks Underwriting Pact for Sale of 25MM Shares------------------------------------------------------------Realogy Holdings Corp. on July 16, 2013, entered into anunderwriting agreement with Goldman, Sachs & Co. and J.P. MorganSecurities LLC, as underwriter, and certain selling stockholdersrelating to the public offering of 25,125,070 shares of theCompany's common stock, par value $0.01 per share, by the SellingStockholders at an offering price of $47.57 per share.

The Underwriting Agreement includes customary representations,warranties and covenants by the Company and the SellingStockholders. It also provides for customary indemnification byeach of the Company, the Selling Stockholders and the Underwritersagainst certain liabilities and customary contribution provisionsin respect of those liabilities.

The Company will not receive any proceeds from the sale of sharesby the Selling Stockholders. The Company will pay the expenses,other than underwriting discounts and commissions, associated withthe sale of shares by the selling stockholders. The offering isbeing made pursuant to the Company's effective shelf registrationstatement on Form S-3, as amended, initially filed with theSecurities and Exchange Commission on April 9, 2013, and therelated prospectus supplement and accompanying prospectus. Theoffering is expected to close on or about July 22, 2013, subjectto customary closing conditions.

In connection with the offering, on July 16, 2013, Travis W.Hennings and M. Ali Rashid resigned from the Board of Directors ofthe Company, subject to and effective upon the closing of theoffering. Mr. Hennings, who was appointed by funds affiliatedwith Apollo Global Management LLC, served as a director of theCompany since October 2012. Mr. Rashid, who was appointed byfunds affiliated with Apollo Global Management LLC, served as aDirector of the Company since April 2007. As a result, the Boardof Directors of the Company will consist of five independentdirectors, the Company's Chairman and Chief Executive Officer, andone non-management director who is not independent. The Companycontinues to consider potential candidates for inclusion on itsBoard of Directors as additional independent directors.

Realogy Holdings Corp. and Realogy Group LLC reported a net lossattributable to the Companies of $543 million on $4.67 billion ofnet revenues for the year ended Dec. 31, 2012. Realogy Holdingsand Realogy Group incurred a net loss of $441 million on $4.09billion of net revenues in 2011, following a net loss of $99million on $4.09 billion of net revenues for 2010.

The Company's balance sheet at March 31, 2013, showed $7.41billion in total assets, $5.97 billion in total liabilities and$1.44 billion in total equity.

Bankruptcy Warning

"Our ability to make scheduled payments or to refinance our debtobligations depends on our financial and operating performance,which is subject to prevailing economic and competitive conditionsand to certain financial, business and other factors beyond ourcontrol. We cannot assure you that we will maintain a level ofcash flows from operating activities and from drawings on ourrevolving credit facilities sufficient to permit us to pay theprincipal, premium, if any, and interest on our indebtedness ormeet our operating expenses.

If our cash flows and capital resources are insufficient to fundour debt service obligations, we may be forced to reduce or delaycapital expenditures, sell assets or operations, seek additionaldebt or equity capital or restructure or refinance ourindebtedness. We cannot assure you that we would be able to takeany of these actions, that these actions would be successful andpermit us to meet our scheduled debt service obligations or thatthese actions would be permitted under the terms of our existingor future debt agreements.

If we cannot make scheduled payments on our debt, we will be indefault and, as a result:

* our debt holders could declare all outstanding principal and interest to be due and payable;

* the lenders under our senior secured credit facility could terminate their commitments to lend us money and foreclose against the assets securing their borrowings; and

* we could be forced into bankruptcy or liquidation," the Company said in its annual report for the period ended Dec. 31, 2012.

* * *

In the Dec. 12, 2012, edition of the TCR, Moody's InvestorsService upgraded Realogy Group LLC's Corporate Family andProbability of Default ratings to B3. The B3 Corporate Familyrating (CFR) incorporates Moody's view that Realogy's capitalstructure has made meaningful progress towards being stabilizedfollowing the issuance of primary equity, and is therefore moresustainable although still highly leveraged.

"The one notch upgrade in the corporate credit rating to 'B+'reflects an increase in our expectation for operating performanceat Realogy in 2013, and S&P's expectation that total leaseadjusted debt to EBITDA will improve to the low-6x area and fundsfrom operations (FFO) to total adjusted debt will be improve tothe high-single-digits percentage area in 2013, mostly due toEBITDA growth in the low- to mid-teens percentage area in 2013,"S&P said.

RENEGADE HOLDINGS: Liquidation Underway After Sale Bid Fails------------------------------------------------------------Matt Evans at The Business Journal reports that the liquidation ofbankrupt Renegade Holdings, Renegade Tobacco Co. and AlternativeBrands Inc. is underway following the failure of a last-minuteattempt at a sale.

Accordingt to the Business Journal, Winston-Salem Journal reportedthat a French buyer was not able to come to terms with a creditorof the Mocksville companies, which have been in Chapter 11 since2009.

Trustee Peter Tourtellot said about 83 employees were told July 17that plans were being made to shut down operations and liquidateremaining assets, the Business Journal adds.

About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.and Renegade Tobacco Company -- filed for Chapter 11 protection(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, andexited bankruptcy on June 1, 2010. They were put back intobankruptcy July 19, 2010, when Judge William L. Stocks vacated thereorganization plan, in part because of a criminal investigationof owner Calvin Phelps and the companies regarding whatauthorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobaccoproducts consisting primarily of cigarettes and cigars. RenegadeTobacco distributes the tobacco products produced by ABI throughwholesalers and retailers in 19 states and for export. ABI alsois a contract fabricator for private label brands of cigarettesand cigars which are produced for other licensed tobaccomanufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps throughhis ownership of the stock of Compliant Tobacco, LLC which, inturn, owns all of the stock of RHI which in turn owns all of thestock of RTC and ABI. Mr. Phelps was the chief executive officerof all three companies. All three of the Debtors' have theiroffices and production facilities in Mocksville, North Carolina.

The Plan contemplated that the Debtors will continue in businessfollowing confirmation. Under the Plan, all of the assets in theestate vest in the Reorganized Debtors on the Effective Date ofthe Plan except for the Debtors' causes of action. Also, on theEffective Date, the Reorganized Debtors would assume the leasesfor the premises where their office and plant are located, enterinto a new lease for the machinery and equipment they wereutilizing pre-confirmation, and continue to fabricate and markettobacco products as they have in the past.

RESIDENTIAL CAPITAL: Deadline to Remove Actions Moved to Oct. 31----------------------------------------------------------------Judge Martin Glenn of the U.S. Bankruptcy Court for the SouthernDistrict of New York extended the time for Residential Capital,LLC, and its debtor affiliates to file notices of removal of civilactions, and thereby remove those Civil Actions to the appropriatebankruptcy court or district court, until the later of (a) October31, 2013, or (b) should the Court enter an order terminating theautomatic stay as to a particular Civil Action, for that CivilAction, 30 days after the entry of the order terminating theautomatic stay.

Neither Ally Financial nor Ally Bank is included in the bankruptcyfilings.

ResCap, one of the country's largest mortgage originators andservicers, was sent to Chapter 11 with 50 subsidiaries amid"continuing industry challenges, rising litigation costs andclaims, and regulatory uncertainty," according to a companystatement.

RESIDENTIAL CAPITAL: Can Use $54MM Per Month for Servicer Advances------------------------------------------------------------------In a court-approved stipulation, Residential Capital LLC, AllyFinancial Inc. and Ally Bank, and the Ad Hoc Group of Holders ofJunior Secured Notes agree to limit the Debtors' rights to usecash collateral.

Specifically, the parties agree that the Debtors' rights to useCash Collateral that is an asset or proceeds of an asset under thecolumns "Ally Revolver," "Blanket" and "Ally LOC" -- as the termsare defined in the AFI DIP and Cash Collateral Order -- areterminated effective as of July 11, 2013.

The Junior Secured Noteholders will no longer be entitled to theAdequate Protection Payments or the Additional Adequate Protectionunder the AFI DIP and Cash Collateral Order; provided, that theDebtors will make Adequate Protection Payments for (a) all feesand expenses incurred through May 31, 2013, without regard to whenan invoice or statement is or has been submitted, and (b) all feesand expenses for which an invoice is due and payable pursuant tothe AFI DIP and Cash Collateral Order on or before the TerminationDate, the Debtors shall be authorized to use Cash Collateral forthe limited purpose of making those payments.

However, the Debtors are given the right to use Cash Collateralfor the period beginning on July 11, 2013 and ending on December15, 2013, to fund servicer advance obligations solely to theextent the funding creates a receivable that is the collateral ofthe Junior Secured Parties and AFI in the same amount of thefunding and any cash collected on account of those receivable willbe the Cash Collateral; provided that the maximum amount ofStipulated Cash Collateral that may be used to fund gross serviceradvance obligations will not exceed $54 million for each calendarmonth.

Gary S. Lee, Esq., and Todd M. Goren, Esq., at MORRISON & FOERSTERLLP, in New York, for the Debtors.

Neither Ally Financial nor Ally Bank is included in the bankruptcyfilings.

ResCap, one of the country's largest mortgage originators andservicers, was sent to Chapter 11 with 50 subsidiaries amid"continuing industry challenges, rising litigation costs andclaims, and regulatory uncertainty," according to a companystatement.

RESIDENTIAL CAPITAL: Objects to $713-Mil. Calif. Litigation Claims------------------------------------------------------------------Residential Capital LLC and its affiliates object to, and ask theU.S. Bankruptcy Court for the Southern District of New York todisallow and expunge, claims filed by 61 individuals who areplaintiffs in a litigation pending in a California court on thegrounds that the claimants fail to state a claim against theDebtors.

Each of the 61 individual claimants, through purported counselBrookstone Law, P.C., filed against the Debtors' estates identicalclaims, each in the amount of $1.3 million, totaling $713.7million. According to the Debtors, each of these claims should bedisallowed and expunged pursuant to Section 502(b) of theBankruptcy Code on, among others, the ground that they fail tostate a single, colorable claim against any of the Debtors underapplicable law. Moreover, the Debtors assert that the CaliforniaLitigation fail to: (1) adequately allege any wrongdoing by aspecific Debtor entity; and (2) provide any objective basis tosubstantiate such purported damages.

The California Litigation was filed days before the Petition Date.The Claimants filed a complaint against a multitude of Debtors andnon-debtor defendants, which sought monetary damages because agroup of California homeowners believe they were allegedly harmedby the defendants' home lending practices in California between2003 and 2008 when the individuals obtained loans from one or moreof the named defendants.

A hearing on the objection will be held on Aug. 28, 2013 at 10:00a.m. (ET). Objections are due Aug. 9.

Neither Ally Financial nor Ally Bank is included in the bankruptcyfilings.

ResCap, one of the country's largest mortgage originators andservicers, was sent to Chapter 11 with 50 subsidiaries amid"continuing industry challenges, rising litigation costs andclaims, and regulatory uncertainty," according to a companystatement.

RESIDENTIAL CAPITAL: To Pay $230MM to Settle FRB Review Order-------------------------------------------------------------Residential Capital LLC and its affiliates seek the BankruptcyCourt's authority to enter into and perform under an amendment tothe consent order with the Federal Reserve Board and the FederalDeposit Insurance Corporation, dated April 13, 2011.

Judge Glenn previously authorized Debtors GMAC Mortgage, LLC, andResidential Capital, LLC, to execute a term sheet and deposit intoa segregated escrow account established with an escrow agentreasonably acceptable to GMAC Mortgage and the Federal ReserveBoard an amount up to $230 million, which will be used to fund aQualified Settlement Fund to replace the FRB Foreclosure Reviewobligations.

The Debtors previously asked the Court for authority to terminatethe FRB Foreclosure Review, stating that the expenditure, whichamounts to approximately $300,000 per day, represents the singlemost costly administrative expense of the Debtors' estates. TheDebtors estimated that, as of the Petition Date, the performanceof the FRB Foreclosure Review may cost as much as $180 million.By August, the Debtors' estimate of the cost of the FRBForeclosure Review had risen to $250 million.

Through the Amendment, the Debtors have agreed to make a one-timepayment to a borrower fund in the amount of approximately $230million, in satisfaction of the Consent Order's FRB ForeclosureReview requirement. The Settlement Amount consists of a cashpayment in the amount of $198,077,499 from which payments will bemade to borrowers.

Additionally, the Amendment requires ResCap and GMAC Mortgage toprovide loss mitigation or other foreclosure prevention actionsthat total $316,923,998. The Debtors and the FRB have agreed thatthe Debtors may make an additional cash payment in the amount of$31,692,400 in satisfaction of their Foreclosure Preventionobligations. The total cash consideration to be paid to the FRBin satisfaction of the Consent Order is $229,769,899, plusinterest accruing on escrowed funds.

According to Gary S. Lee, Esq., at Morrison & Foerster LLP, in NewYork, the Amendment obviates the enormous payments to consultantsfor work that, if completed, almost certainly would result inlower total restitution payments to borrowers than what is beingpaid under the Amendment. Moreover, the Settlement Amount is lessthan the projected total cost of the FRB Foreclosure Review,including any associated restitution payments, Mr. Lee says.Reducing this administrative expense will result in a greaterdistribution to the Debtors' creditors, he tells the Court.

A hearing on the motion will be held on July 26, 2013, at 10:00a.m. (ET). Objections were due July 19.

Neither Ally Financial nor Ally Bank is included in the bankruptcyfilings.

ResCap, one of the country's largest mortgage originators andservicers, was sent to Chapter 11 with 50 subsidiaries amid"continuing industry challenges, rising litigation costs andclaims, and regulatory uncertainty," according to a companystatement.

REVSTONE INDUSTRIES: BFG Wants Subsidiaries Placed in Chapter 7---------------------------------------------------------------Boston Finance Group, LLC, asks the U.S. Bankruptcy Court for theDistrict of Delaware to enter an order converting the Chapter 11cases of Greenwood Forgings, LLC, and US Tool & Engineering, LLC,to cases under Chapter 7 of the Bankruptcy Code.

According to BFG, the Greenwood estate has incurred substantialand ongoing losses during the course of its Chapter 11 case andthe estate will continue to be diminished by professional feesnecessarily incurred as a result of maintaining the Greenwoodestate on an ongoing basis. BFG adds that Greenwood has noremaining business, and therefore has no likelihood ofrehabilitation, and will not be able to propose a confirmableChapter 11 plan. Thus, "cause" exists under Bankruptcy Codesection 1112(b)(4)(A) to convert Greenwood's Chapter11 case to a case under Chapter 7 of the Bankruptcy Code.

As to US Tool, BFG says that US Tool ceased operations as ofNov. 30, 2012, prior to filing its Chapter 11 voluntary petitionfor relief, and never resumed operations. Further, pursuant tothe US Tool Stay Order, substantially all of US Tool's assets wereliquidated at an auction conducted on April 16, 2013. As US Toolhas no physical assets to maintain and no operations toadminister, its continued time in Chapter 11, according to BFG,serves only to unnecessarily increase the professional fees andother administrative expenses incurred by this insolvent Debtor.Further, as US Tool has now liquidated all of its assets, nobusiness remains to rehabilitate. BFG adds that a Chapter 7trustee could liquidate US Tool's few remaining assets withsignificantly fewer expenses and may actually be able to provide agreater recovery to creditors.

Greenwood estimated $1 million to $10 million in assets and $10million to $50 million in debts. US Tool & Engineering estimatedunder $1 million in assets and $1 million to $10 million in debts.The petitions were signed by George S. Homeister, chairman.

The assets of Greenwood Forgings LLC and US Tool & EngineeringLLC, have both been sold pursuant to orders of the BankruptcyCourt.

REVSTONE INDUSTRIES: Committee Plan Outline Has Aug. 21 Hearing---------------------------------------------------------------The hearing date to consider the adequacy of the disclosurestatement regarding the Plan of Reorganization proposed by theOfficial Committee of Unsecured Creditors of Revstone Industries,LLC, dated July 8, 2013, is scheduled for Aug. 21, 2013, at 11:00a.m. Objections are due by Aug. 14, 2013, at 4:00 p.m.

As reported in the TCR on July 11, 2013, the creditors' committeefiled a Chapter 11 plan after the company violated an agreementextending the exclusive right to propose its own reorganizationplan.

The bankruptcy judge signed an order in mid-May providing that thecommittee could file a plan of its own only if Revstone didn'tcomply with specified "milestones." The committee said in thedisclosure statement filed alongside the plan on July 8 thatRevstone violated one of the milestones. The committee filedthe plan in response.

The committee's plan would give ownership to unsecured creditors,wiping out existing equity holdings. The disclosure statement hasblanks were the total of unsecured claims later will be shown.Similarly, the disclosure statement doesn't give the estimatedpercentage recovery.

Greenwood estimated $1 million to $10 million in assets and $10million to $50 million in debts. US Tool & Engineering estimatedunder $1 million in assets and $1 million to $10 million in debts.The petitions were signed by George S. Homeister, chairman.

The assets of Greenwood Forgings LLC and US Tool & EngineeringLLC, have both been sold pursuant to orders of the BankruptcyCourt.

REVSTONE INDUSTRIES: BFG Wants Subsidiaries Placed in Chapter 7---------------------------------------------------------------Boston Finance Group, LLC, asks the U.S. Bankruptcy Court for theDistrict of Delaware to enter an order converting the Chapter 11cases of Greenwood Forgings, LLC, and US Tool & Engineering, LLC,to cases under Chapter 7 of the Bankruptcy Code.

According to BFG, the Greenwood estate has incurred substantialand ongoing losses during the course of its Chapter 11 case andthe estate will continue to be diminished by professional feesnecessarily incurred as a result of maintaining the Greenwoodestate on an ongoing basis. BFG adds that Greenwood has noremaining business, and therefore has no likelihood ofrehabilitation, and will not be able to propose a confirmableChapter 11 plan. Thus, "cause" exists under Bankruptcy Codesection 1112(b)(4)(A) to convert Greenwood's Chapter11 case to a case under Chapter 7 of the Bankruptcy Code.

As to US Tool, BFG says that US Tool ceased operations as ofNov. 30, 2012, prior to filing its Chapter 11 voluntary petitionfor relief, and never resumed operations. Further, pursuant tothe US Tool Stay Order, substantially all of US Tool's assets wereliquidated at an auction conducted on April 16, 2013. As US Toolhas no physical assets to maintain and no operations toadminister, its continued time in Chapter 11, according to BFG,serves only to unnecessarily increase the professional fees andother administrative expenses incurred by this insolvent Debtor.Further, as US Tool has now liquidated all of its assets, nobusiness remains to rehabilitate. BFG adds that a Chapter 7trustee could liquidate US Tool's few remaining assets withsignificantly fewer expenses and may actually be able to provide agreater recovery to creditors.

Greenwood estimated $1 million to $10 million in assets and $10million to $50 million in debts. US Tool & Engineering estimatedunder $1 million in assets and $1 million to $10 million in debts.The petitions were signed by George S. Homeister, chairman.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcycounsel to Greenwood and US Tool. Greenwood estimated $1 millionto $10 million in assets and $10 million to $50 million in debts.US Tool & Engineering estimated under $1 million in assets and$1 million to $10 million in debts. The petitions were signed byGeorge S. Homeister, chairman.

The exit loan financing includes a first lien senior securedrevolving credit facility in an aggregate principal amount of$25,000,000, a first lien senior secured tranche A $100,000,000term loan facility, and a first lien senior secured tranche B$75,000,000 term loan facility. The First Lien Credit Facilitieswill be extended by Wells Fargo Principal Lending, LLC, SPF CDO ILtd., and certain funds and accounts affiliated with CapitalResearch and Management Company. The New Tranche A Term Loan andRevolving Loans accrues at ABR plus 3.25% per annum or AdjustedLIBOR plus 4.25% per annum, at the Borrower's election, while theNew Tranche B Term Loan accrues at ABR plus 7.75% per annum orAdjusted LIBOR plus 8.75% per annum, at the Borrower's election.

The First Lien Credit Facilities will be secured on a firstpriority basis by the following: (a) a perfected pledge of 100% ofthe equity interests of each direct wholly-owned restrictedsubsidiary of the Borrower and of each Guarantor; and (b)perfected security interests in, and mortgages on, substantiallyall tangible and intangible personal property and material fee-owned real property of the Borrower and each Guarantor.

The exit financial also includes a backstop commitment of aproposed second priority senior secured $157,500,000 term loanfacility to be extended by Silver Point Finance, LLC, asadministrative agent, Wells Fargo Bank, National Association, ascollateral agent, and SPCP Group, LLC, Capital Research andManagement Company, and certain funds and accounts affiliatedwith Venor Capital Management LP, as lenders. The Second LienCredit Facility accrues at ABR plus 10.00% per annum or AdjustedLIBOR plus 11.00% per annum, at the Borrower's election, and isgranted the same security as the First Lien Credit Facility.

According to the Debtors, they would require aggregate funding of$332.5 million along with a $25 million revolving facility toconsummate the Plan and provide sufficient liquidity to fund theirpost-emergence operations. The reorganized Debtors will use theproceeds of the Exit Facilities to fund distributions under thePlan, pay the fees and premiums and expenses associated with theExit Facilities, and fund the reorganized Debtors' post-emergenceworking capital needs.

The Debtors request that a hearing on their motion be set for July29, 2013, at 10:00 a.m. (ET), and objections on July 28.

About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)-- http://www.rotech.com/-- provides home medical equipment and related products and services in the United States, with acomprehensive offering of respiratory therapy and durable homemedical equipment and related services. The company providesequipment and services in 48 states through approximately 500operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a netloss of $4.20 million in 2010, and a net loss of $21.08 millionin 2009.

The Company's balance sheet at Sept. 30, 2012, showed$255.76 million in total assets, $601.98 million in totalliabilities, and a $346.22 million total stockholders' deficiency.

The U.S. Trustee at the end of April appointed an officialcommittee of equity holders. Members include Alden GlobalRecovery Master Fund LP, Varana Capital Master LP, WynnefieldPartners Small Cap Value LP I, Bastogne Capital Partners, LP, andKenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- andsecond-lien secured notes. The $290 million in 10.5 percentsecond-lien notes are to be exchanged for the new equity. Tradesuppliers are to be paid in full, if they agree to continueproviding credit. The existing $23.5 million term loan would bepaid in full, and the $230 million in 10.75 percent first-liennotes will be amended.

ROTECH HEALTHCARE: Seeks Authority to Obtain Texas Surety Bonds---------------------------------------------------------------Rotech Healthcare Inc., et al., seeks authority from the U.S.Bankruptcy Court for the District of Delaware to enter into anindemnity agreement with OneBeacon Surety Group to obtain suretybonds required to continue operations in the state of Texas andpost the Texas Surety Bonds.

The Debtors' counsel, Martin J. Bienenstock, Esq., at ProskauerRose LLP, in New York, relates that in the ordinary course ofoperating their businesses, the Debtors regularly post andmaintain surety bonds as collateral to secure certain of theirobligations pursuant to state and federal law.

The Debtors operate 42 "enrolled practice locations" providingdurable medical equipment to patients in the state of Texas. Tocontinue these operations and remain eligible for reimbursementthrough Texas Medicaid, the Debtors must comply with new staterequirements, Mr. Bienenstock says. Thus, the Debtors wererequired to post and maintain 42 Texas Surety Bonds, in anaggregate amount of $2.1 million, on or before June 28, 2013.

OneBeacon agreed to provide the Debtors with the Texas SuretyBonds within the requisite timeframe in exchange for the Debtors'agreement to: (i) enter into a standard general indemnityagreement with OneBeacon; (ii) to pay a two-percent annualpremium, in an aggregate amount of approximately $42,000; and(iii) seek an order from the Court authorizing entry into theIndemnity Agreement.

Mr. Bienenstock says in the event the Comfort Order is notobtained by the Debtors, OneBeacon may take actions to cancel theTexas Surety Bonds, which could negatively impact the Debtors'ability to provide DME services to patients in Texas and disruptthe Debtors' reorganization efforts. The Debtors believe thePremium charged by OneBeacon is reasonable and comparable to whatother surety providers would charge to provide similar bonds.

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)-- http://www.rotech.com/-- provides home medical equipment and related products and services in the United States, with acomprehensive offering of respiratory therapy and durable homemedical equipment and related services. The company providesequipment and services in 48 states through approximately 500operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a netloss of $4.20 million in 2010, and a net loss of $21.08 millionin 2009.

The Company's balance sheet at Sept. 30, 2012, showed$255.76 million in total assets, $601.98 million in totalliabilities, and a $346.22 million total stockholders' deficiency.

The U.S. Trustee at the end of April appointed an officialcommittee of equity holders. Members include Alden GlobalRecovery Master Fund LP, Varana Capital Master LP, WynnefieldPartners Small Cap Value LP I, Bastogne Capital Partners, LP, andKenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- andsecond-lien secured notes. The $290 million in 10.5 percentsecond-lien notes are to be exchanged for the new equity. Tradesuppliers are to be paid in full, if they agree to continueproviding credit. The existing $23.5 million term loan would bepaid in full, and the $230 million in 10.75 percent first-liennotes will be amended.

ROTECH HEALTHCARE: Objects to Delay of Aug. 20 Plan Hearing-----------------------------------------------------------Rotech Healthcare Inc., et al., object to the motion filed by theOfficial Committee of Equity Security Holders for continuance ofthe valuation hearing and argue that "the Equity Committee's gameplan is now abundantly clear: it intends to use any and allextended time to unnecessarily run up fees and expenses takingdepositions and pursuing document discovery on both valuation andconfirmation." The Debtors also maintain that they are"hopelessly insolvent."

The Debtors also argue that the Aug. 20, 2013 confirmation hearingcannot be adjourned in order to allow for the Equity Committee tofinish their deposition of experts in relation to the valuation.The Debtors point out that further adjournment of the confirmationhearing would cause a default under the DIP Loan, which wouldnecessitate a payment to the DIP Lenders to change the date -- allat the expense of creditors.

Capital Research and Management Company, Fidelity Investment,Silver Point Capital, LP, and Venor Capital Management LP, intheir capacity as holder of second lien notes, agree with theDebtors and argue that the Equity Committee has not shown thatthere is cause for delay of the confirmation hearing.

Accordingly, the Debtors and the Second Lien Noteholders ask theU.S. Bankruptcy Court for the District of Delaware to deny theEquity Committee's motion for continuance of the valuation hearingand adjourn the confirmation hearing in the process.

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)-- http://www.rotech.com/-- provides home medical equipment and related products and services in the United States, with acomprehensive offering of respiratory therapy and durable homemedical equipment and related services. The company providesequipment and services in 48 states through approximately 500operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a netloss of $4.20 million in 2010, and a net loss of $21.08 millionin 2009.

The Company's balance sheet at Sept. 30, 2012, showed$255.76 million in total assets, $601.98 million in totalliabilities, and a $346.22 million total stockholders' deficiency.

The U.S. Trustee at the end of April appointed an officialcommittee of equity holders. Members include Alden GlobalRecovery Master Fund LP, Varana Capital Master LP, WynnefieldPartners Small Cap Value LP I, Bastogne Capital Partners, LP, andKenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- andsecond-lien secured notes. The $290 million in 10.5 percentsecond-lien notes are to be exchanged for the new equity. Tradesuppliers are to be paid in full, if they agree to continueproviding credit. The existing $23.5 million term loan would bepaid in full, and the $230 million in 10.75 percent first-liennotes will be amended.

ROTECH HEALTHCARE: Seeks Approval of Exit Financing---------------------------------------------------Michael Bathon, substituting for Bloomberg News bankruptcycolumnist Bill Rochelle, reports that Rotech Healthcare Inc. isseeking as much as $357.5 million in financing to help it exitbankruptcy protection and fund operations once it emerges.

According to the report, the company wants court permission toenter into a commitment letter for a first-lien senior securedrevolving credit facility of $25 million, a first-lien seniorsecured tranche a term loan of $100 million and a first-liensenior secured tranche B term loan of $75 million, court papersshow.

The report notes that Rotech is also seeking authority to enterinto a backstop agreement for a second-lien senior secured termloan of $157.5 million, according to court filings. "To be in aposition to consummate the plan expeditiously" and within thetimeframe required by its bankruptcy loan, the company needs toenter into the exit financing commitments, it said in courtpapers.

The report relates that the exit financing has "reasonableterms and conditions, and upon becoming effective will ensurethe debtors have in place sufficient financing to emerge fromChapter 11 as expeditiously as possible," Rotech said.

The company on Aug. 20 will seek court approval of itsrestructuring plan that pays first-lien noteholders in full incash and gives second-lien noteholders all of the reorganizedcompany's equity, according to court documents.

About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)-- http://www.rotech.com/-- provides home medical equipment and related products and services in the United States, with acomprehensive offering of respiratory therapy and durable homemedical equipment and related services. The company providesequipment and services in 48 states through approximately 500operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a netloss of $4.20 million in 2010, and a net loss of $21.08 millionin 2009.

The Company's balance sheet at Sept. 30, 2012, showed$255.76 million in total assets, $601.98 million in totalliabilities, and a $346.22 million total stockholders' deficiency.

The U.S. Trustee at the end of April appointed an officialcommittee of equity holders. Members include Alden GlobalRecovery Master Fund LP, Varana Capital Master LP, WynnefieldPartners Small Cap Value LP I, Bastogne Capital Partners, LP, andKenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- andsecond-lien secured notes. The $290 million in 10.5 percentsecond-lien notes are to be exchanged for the new equity. Tradesuppliers are to be paid in full, if they agree to continueproviding credit. The existing $23.5 million term loan would bepaid in full, and the $230 million in 10.75 percent first-liennotes will be amended.

At the same time, S&P lowered its rating on the company's$200 million and $108 million senior unsecured notes to 'D' from'CC' as a result of the missed interest payment due July 15. Therecovery rating on this debt is '6', indicating S&P's expectationfor negligible (0% to 10%) recovery in the event of a paymentdefault.

In addition, S&P lowered its rating on the $100 million seniorsecured revolving credit facility and the $325 million term loan Bto 'CC' from 'CCC+'. The recovery rating on the first-lien notesis '2', indicating S&P's expectation for substantial (70%-90%)recovery in the event of a payment default.

"The rating actions stem from the company's missed interestpayment on its senior unsecured bonds," said Standard & Poor'scredit analyst Lucy Patricola. "According to our timeline ofpayment criteria, we are taking this action now because paymentwas not made within five days of its due date," she added.

If the company enters Chapter 11 bankruptcy protection, S&P willlower all ratings to 'D'.

SCC KYLE: Court Confirms Second Amended and Modified Plan---------------------------------------------------------The U.S. Bankruptcy Court for the Western District of Texasconfirmed on July 1, 2013, SCC Kyle Partners, Ltd.'s SecondAmended and Modified Plan of Reorganization, dated June 28, 2013.

Pursuant to the Plan, the secured claim of the Lender group (ClassIII) will be paid over 5 years from the Effective Date from cashproceeds on hand at the time of confirmation and ongoing sales ofthe remaining Property and future tax incentive revenues, withinterest-only payments to be made monthly beginning on the 15thday after the Effective Date at 7% per annum, or such other rateas is determined by the Court not to exceed 8%. All remainingprincipal, interest and costs will be due on the 15th day of the60th month from the Effective Date.

Holders of General Unsecured Claims (Class IV) will receivepayments of their claims, in full, in equal quarterly paymentsbeginning 90 days from the Effective Date and continuing eachquarter for 16 quarters on the same date of the months as theinitial payment until paid; provided, however, that the claim ofSeton Hospital will receive payments totaling $250,000 during the16 quarters, with the balance payable after the Class III AllowedClaim is paid in full. The source of the payments will be therevenue received from the Incentive Agreements above amountsnecessary for the Debtor's business operations.

Holders of Equity Interests in the Debtor will retain theirinterests, but will not receive any payments or distributions onaccount of those interests until all senior classes are paid infull.

When it filed for bankruptcy in April, the Debtor also filed anumber of "first day motions" including a Motion for an OrderAuthorizing Banks to Honor Pre-Petition Checks. The Checks Motionsought an order authorizing the payment of more than 100 pre-petition checks listed on an attached exhibit which the Debtorrepresented were necessary to the Debtor's ongoing operations. Thechecks ranged in value from $5.31 to $256,597.22. Included in thatlist was a check issued to Peritus on April 4 in the amount of$14,839.

On April 5, 2013, following an expedited hearing, the Courtentered an Order approving the Checks Motion which authorizedFifth Third Bank and Republic Bank to honor the pre-petitionchecks listed therein.

Subsequent to entry of the Order, the Debtor states it wascontacted by the United States Trustee's office which indicated itwould object to the employment of any professional who negotiatesa check listed in the Order. Therefore, the Debtor instructedPeritus to hold the check until the matter was clarified by theCourt.

On May 17, 2013, Debtor filed the Application.

On June 10, 2013, KERS and KRS filed their Objection to theApplication. They contend that 11 U.S.C. Sec. 327 applies andPeritus cannot be employed because it is not a "disinterestedperson" as required by the statute.

Judge Lloyd said the Debtor may employ and compensate.

Peritus and the Debtor entered into an Agreement for Services onMarch 15, 2012. The Agreement summarizes Peritus' task asproviding "public relations and public affairs support in Kentuckyon all issues related to the ongoing effort to affect changes intheir [Debtor] involvement in the Kentucky Retirement System." Thework is to include lobbying, third party advocacy and support ofthe Debtor's efforts in restructuring its retirement plans andmedia relations. Peritus is to be paid a monthly retainer in theamount of $3,750, plus reimbursement for reasonable and necessaryexpenses. However, that $3,750 figure has been modified to amonthly retainer payment of $3,500, plus reimbursement ofreasonable and necessary expenses.

The agency generates more than $100 million a year in revenue andemploys a staff of 1,400 providing services at 21 locations and120 schools and community centers.

SEVEN SEAS: CIBC Dodges $77M Suit Over Failed Oil Well------------------------------------------------------Jeremy Heallen of BankruptcyLaw360 reported that a Texas federaljudge a subsidiary of CIBC World Markets Corp. cannot be heldresponsible for a bankrupt energy developer's decision to investin a failed offshore prospect that contributed to the company'sdemise, ending a $77 million suit against the investment bank.

According to the report, U.S. District Judge Nancy Atlas ruledthat Seven Seas Petroleum Inc. could not prove that CMW Inc.rubber-stamped a fairness opinion on behalf of the oil and gasdeveloper's financially interested board members to secure aninvestment in the risky well.

SOUTH LAKES DAIRY: Court Approves Accord With Seley and Cargill---------------------------------------------------------------The Hon. W. Richard Lee of the U.S. Bankruptcy Court for theEastern District of California signed off on two separatestipulations that South Lakes Dairy Farm entered into with each ofSeley Co. and Cargill Incorporated. Both Seley and Cargillprovided livestock feed to the Debtor prior to the Petition Date.

The Seley stipulation provides that:

1. The value of collateral securing repayment of the amounts owed to Seley pursuant to the Dairy Cattle Supply Lien filed by Seley on Aug. 13, 2012, is $0.

2. Seley will be allowed a secured claim of $0.

3. Seley will be allowed a claim with administrative priority in the amount of $20,288, of which $13,413 has been paid as of May 31, 2013.

4. Seley will be allowed a general unsecured claim in the amount of $325,535.

5. Seley will retain its Dairy Cattle Supply Lien with the priority and enforceability that existed at the time of the filing of the Debtor's case.

The Cargill stipulation provides that:

1. The value of collateral securing repayment of the amounts owed to Cargill pursuant to the Dairy Cattle Supply Lien filed by Cargill on Aug. 28, 2012, is $0.

2. Cargill will be allowed a secured claim of $0.

3. Cargill will be allowed a general unsecured claim in the amount of $134,945.

4. Cargill will retain its Dairy Cattle Supply Lien with the priority and enforceability that existed at the time of the filing of the Debtor's case.

The Dairy Cattle Supply Lien attaches only to milk or milkproducts produced from the dairy cattle.

About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in thedairy cattle4 and milking business. The partnership filed a bare-bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)in Fresno, California on Aug. 30, 2012, disclosing $19.5 millionin assets and $25.4 million in liabilities in its schedules. TheDebtor said it has $1.97 million in accounts receivable charged toDairy Farmers of America on account of milk proceeds, and that ithas cattle worth $12.06 million. The farm owes $12.7 million toWells Fargo Bank on a secured note.

August B. Landis, the Acting U.S. Trustee for Region 17, appointedseven creditors to serve in the Official Committee of UnsecuredCreditors. The Official Committee of Unsecured Creditors tappedBlakeley & Blakeley LLP as its counsel.

U.S. Bankruptcy Judge Ralph Kirscher has set a hearing on motionsto liquidate Southern for July 31 in Missoula, the report says.

According to the report, Beartooth's court notice comes after theUnsecured Creditors Committee, represented by Harold Dye ofMissoula, filed a motion on June 27 to convert the bankruptcy toChapter 7 liquidation.

The next day, Southern's trustee, Lee Freeman, filed notice of aproposed settlement between the secured noteholders and Southern.Details of the plan are to be filed on Aug. 2, Billings Gazetterelates.

Mr. Freeman, however, and the secured noteholders each filedseparate objections to the liquidation on July 18, the reportnotes.

Billings Gazette reports that Mr. Dye said in court records thatrecent settlements between Southern and two former members, thecity of Great Falls and the Yellowstone Valley ElectricCooperative, removed about 35 percent of Southern's future incomewith "no realistic chance" the income could be replaced by othersources.

Further, Mr. Dye said, there appeared to be little chance of anagreement between Southern's noteholders, which are securedcreditors, including Prudential Insurance Co. of America andothers, and its remaining member co-ops for a payment plan themembers could afford, the report relays.

"The committee lays most of the blame for this situation on thenoteholders who seem incapable of realizing that they made a badloan and deal with it accordingly," Billings Gazette quotesMr. Dye said.

If noteholders got their demands in a confirmed plan, Mr. Dyesaid, then "confirmation would be rapidly followed by thebankruptcy of the member coops," the report adds.

According to Billings Gazette, a proposed settlement outlined bythe trustee calls for $60 million, plus interest, to be treated assecured Highwood debt in a reorganization plan.

The proposed settlement, Mr. Freeman said, will result in "fairand reasonable" power rates for Southern's remaining members andrates that are "far less" than projected rates Southern hadapproved before closing the deal with noteholders inFebruary 2010, the report says.

Under the proposed settlement, the noteholders and Southern'sremaining members "will be treated fairly and equitably,"Mr. Freeman said in court records, Billings Gazette reports.

About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generationand Transmission Cooperative, Inc., was formed to serve fiveother electric cooperatives. The city of Great Falls later joinedas the sixth member. Including the city, the co-op serves apopulation of 122,000. In addition to Great Falls, the servicearea includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montanaestimated assets of $100 million to $500 million and estimateddebts of $100 million to $500 million. Timothy Gregori signed thepetition as general manager.

SPECIALTY PRODUCTS: Seeks Direct Appeal to 3rd Circuit------------------------------------------------------Specialty Products Holding Corp., et al., have asked theBankruptcy Court for the District of Delaware to certify theirappeal from an order estimating their asbestos liabilities fordirect appeal to the United States Court of Appeals for the ThirdCircuit.

On May 20, 2013, the Bankruptcy Court entered an order estimatingthe amount of the Debtors' asbestos liabilities, and a relatedmemorandum opinion in support of the estimation order. TheBankruptcy Court estimated the current and future asbestos claimsassociated with Bondex International, Inc. and Specialty ProductsHolding at approximately $1.17 billion. The estimation hearingrepresents one step in the legal process in helping to determinethe amount of potential funding for a 524(g) asbestos trust.

On June 3, the Debtors filed a notice of appeal of the estimationdecision.

According to the Debtors, the appeal satisfies three ofindependently sufficient grounds namely:

1. certification would materially advance the progress of the cases, in which all parties from the beginning have focused on the need to obtain a proper and fair estimation of the Debtors' asbestos claims;

2. the Debtors' appeal involves a question of law on which no controlling precedent exists, as Third Circuit precedent on what estimations under 11 U.S.C. Section 502(c) would measure arises outside of the peculiar asbestos context; and

3. the Debtors' appeal, in seeking to correct the application of special rules to asbestos litigation, involves a matter of public importance.

Party-in-interest RPM International Inc. joined in the Debtors'motion for certification of the estimation decision for immediateappeal to the Third Circuit.

An Aug. 7, 2013, hearing at 10 a.m. has been set. Objections, ifany, are due July 29, at 4 p.m.

Stay Pending Ruling on Appeal

Meanwhile, the Debtors also responded to the objection of theOfficial Committee of Asbestos Personal Injury Claimants and theFuture Claimants' Representative to the Debtors' motion forcertification of the estimation decision, and their other motionfor stay pending the appeal.

The Debtors note that by separate objections, the ACC and the FCRattempt to establish that the Debtors cannot meet any of thefactors courts typically consider when confronted with a motionfor stay pending appeal. The ACC's and the FCR's arguments withrespect to each factor are groundless.

The Debtors request that the Court grant the stay motion.

RPM International also joined in the Debtors' motion for staypending appeal.

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,Inc., is a wholly owned subsidiary of RPM International Inc. TheCompany is the holding company parent of Bondex International,Inc., and the direct or indirect parent of certain additionaldomestic and foreign subsidiaries. The Company claims to be aleading manufacturer, distributor and seller of various specialtychemical product lines, including exterior insulating finishingsystems, powder coatings, fluorescent colorants and pigments,cleaning and protection products, fuel additives, wood treatmentsand coatings and sealants, in both the industrial and consumermarkets.

On May 20, 2013, the Bankruptcy Court entered an order estimatingthe amount of the Debtors' asbestos liabilities, and a relatedmemorandum opinion in support of the estimation order. TheBankruptcy Court estimated the current and future asbestos claimsassociated with Bondex International, Inc. and Specialty ProductsHolding at approximately $1.17 billion. The estimation hearingrepresents one step in the legal process in helping to determinethe amount of potential funding for a 524(g) asbestos trust.

STOCKTON, CA: Leaders Expect Bankruptcy-Exit Plan in September--------------------------------------------------------------Katy Stech, writing for Dow Jones Newswires' Daily BankruptcyReview, reported that city leaders in Stockton, Calif., who puttheir struggling, 310,000-resident city in bankruptcy protectionlast year expect to propose a bankruptcy-exit plan to the courtsometime in September -- with or without a debt-cutting deal fromits municipal bondholders.

About Stockton, Cal.

The City of Stockton, California, filed a Chapter 9 petition(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,2012, becoming the largest city to seek creditor protection inU.S. history. The city was forced to file for bankruptcy aftertalks with bondholders and labor unions failed. Stocktonestimated more than $1 billion in assets and in excess of$500 million in liabilities.

The city, with a population of about 300,000, identified theCalifornia Public Employees Retirement System as the largestunsecured creditor with a claim of $147.5 million for unfundedpension costs. In second place is Wells Fargo Bank NA as trusteefor $124.3 million in pension obligation bonds. The list oflargest creditors includes $119.2 million owing on four otherseries of bonds.

The city is being represented by Marc A. Levinson, Esq., and JohnW. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP. Thepetition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its2008 bankruptcy. Vallejo filed for protection under Chapter 9(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating$500 million to $1 billion in assets and $100 million to $500million in debts in its petition. In August 2011, Vallejo wasgiven green light to exit the municipal reorganization. TheVallejo Chapter 9 plan restructures $50 million of publicly helddebt secured by leases on public buildings. Although the Plandoesn't affect pensions, it adjusts the claims and benefits ofcurrent and former city employees. Bankruptcy Judge MichaelMcManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city ofStockton is eligible for municipal bankruptcy in Chapter 9.

STREAMTRACK INC: Reports $27K Net Income in Third Quarter---------------------------------------------------------StreamTrack, Inc., filed its quarterly report on Form 10-Q,reporting net income of $26,559 on $358,004 of revenue for thethree months ended May 31, 2013, compared to a net loss of$523,905 on $509,157 of revenue for the three months ended May 31,2012.

The Company reported a net loss of $1.8 million on $1.2 million ofrevenue for the nine months ended May 31, 2013, compared with anet loss of $891,201 on $1.1 million of revenue for the periodfrom incepction, Nov. 30, 2011, through May 31, 2012.

Other (expense) income for the three months ended May 31, 2013,and May 31, 2012, totaled $586,904 and $(58,729) respectively.

The Company recorded a gain of $663,372 from the change in fairvalue of derivatives in the three months ended May 31, 2013. Nosuch gain was reported in the prior period. In addition, theCompany reported a gain of $71,847 on disposal of assets in thecurrent period, none in the prior period.

The Company' balance sheet showed $1.2 million in total assets,$4.0 million in total liabilities, and a stockholders' deficit of$2.8 million.

"For the nine months ended May 31, 2013, the Company recorded anet loss of $1,806,692. The net loss, along with the May 31, 2013working capital deficit of $2,343,850, indicate that the Companymay have difficulty continuing as a going concern."

Santa Barbara, California-based SteamTrack, Inc., is a digitalmedia and technology services company. The Company provides audioand video streaming and advertising services through theRadioLoyalty(TM) Platform to over a global group of over 1,500internet and terrestrial radio stations and other broadcastcontent providers.

SUNSHINE HOTELS: Ordered to Make Amendments to Plans----------------------------------------------------At a hearing held June 19, 2013, to approve the adequacy of theDisclosure Statement filed by Sunshine Hotels, LLC (Dkt. #66), andthe Disclosure Statement filed by Sunshine Hotels II, LLC (Dkt#68) describing each Debtors' separately filed Joint Plan ofReorganization Dated April 30, 2013 (Dkt. #67 and #69), the U.S.Bankruptcy Court for the District of Arizona ordered Craig SolomonGanz, Esq., attorney for the Debtors, to make the amendments toboth plans which incorporate the concerns of the County of SanBernardo, CA, and Square Mile, and to upload the order approvingthe disclosure statements.

David Cleary, Esq., Attorney for S2 Hospitality, LLC, and MarthaRomero, Esq., attorney for the County of San Bernardino, CA, cansign off approving the disclosure statements as modified.

The Confirmation hearing will be set for Aug. 28, 2013 at10:00 a.m.

As reported in the TCR on May 13, 2013, Sunshine Hotels, LLC, andSunshine Hotels, II, LLC's separately filed Plans will be fundedfrom the respective Debtors' ongoing business operations. Afterthe Effective Date, the management of the Debtors will continue tobe provided by Advance Management & Investment, LLC.

Sunshine Hotels owns SpringHill Suites by Marriott hotel, a three-story building with 63 suites with indoor pool, spa, meeting roomand fitness room on a 2.26-acre property in Hisperia, California.The property is valued at $9.20 million and secures a $5.72million debt.

Sunshine Hotels II owns the Courtyard by Marriott hotel, which hasa four-story building with 131 rooms and 4 suites with restaurantand bar, indoor pool, conference center on a 2.74-acre property inHisperia, California. The property is valued at $20.4 million andsecures a $13 million debt.

SYNAGRO TECHNOLOGIES: Confirmation Hearing Set for Aug. 20----------------------------------------------------------Judge Brendan L. Shannon of the U.S. Bankruptcy Court for theDistrict of Delaware will convene a hearing on Aug. 20, 2013 at10:00 a.m. (Eastern), to consider approval of the disclosurestatement explaining Synagro Technologies, Inc., et al.'s FirstAmended Plan of Reorganization. Objections are due Aug. 16.

As previously reported, the Court has approved the DisclosureStatement after determining that it contains adequate informationwithin the meaning of Section 1125(a) of the Bankruptcy Code. TheDisclosure Statement order was entered over the objection of U.S.Bank National Association, as indenture trustee for certainrevenue bonds, which complained that the Disclosure Statement andthe Plan provide broad statements regarding the Debtors'performance of all transactions contemplated under the PlanSupport Agreement. Moreover, U.S. Bank complained that theDisclosure Statement did not include any indication as to whetherthe reorganized Debtors will, and will cause their applicable non-debtor affiliates to, cooperate with the Trustee and any issuersof the Revenue Bonds in connection with any necessary or desirablesteps, if any, to confirm or maintain the tax-exempt status of theRevenue Bonds.

The Plan is sponsored by Synagro Infrastructure Company, Inc., andis intended to effectuate the Plan Sponsor's acquisition of theDebtors' business in exchange for approximately $480 million,including Cash of approximately $465 million, and the assumptionof certain liabilities. The existing Equity Interests in Synatechand Synagro Drilling will be cancelled. The Synatech New CommonStock will be issued to the Plan Sponsor, and the Drilling NewCommon Stock will be issued to DrillCo.

Synagro Technologies, Inc., based in Houston, Texas, is therecycler of bio-solids and other organic residuals in the U.S. andis one of the largest national companies focused exclusivity onbiosolids recycling, which has a market size of $2 billion. TheCompany was formed in 1986, under the name RPM Marketing, Inc.Synagro's corporate headquarters is currently located in Houston,Texas but is in the process of being transferred to White Marsh,Maryland. The Company also has offices in Lansdale, Pennsylvania,Rayne, Louisiana, and Watertown, Connecticut.

Synagro was owned by The Carlyle Group at the time of thebankruptcy filing. It was acquired in April 2007 by Carlyle in a$741 million transaction.

Synagro is being advised by the law firm of Skadden Arps SlateMeagher & Flom, along with financial adviser AlixPartners andinvestment bankers Evercore Partners. Kurtzman Carson &Consultants serves as notice and claims agent.

SYNAGRO TECHNOLOGIES: Wants Stay Modified to Resolve Civil Action-----------------------------------------------------------------Synagro Technologies, Inc., and its debtor affiliates ask the U.S.Bankruptcy Court for the District of Delaware to modify theautomatic stay to allow Mace Contracting Corporation and ColonialSurety Company to proceed with the prosecution of counterclaims inan action pending in the U.S. District Court for the SouthernDistrict of New York captioned Synagro Northeast LLC v. MaceContract Corp., et al., Case No. 7:12-CV-2251.

The action was filed prepetition to recover monies due SynagroNortheast from Mace based on breach of contract and an accountstated in the sum of $137,885, and to collect the unpaid amountfrom Mace's surety, Colonial, based on a payment bond issued byColonial.

According to the Debtors, absent an order modifying the automaticstay, the counterclaims would be stayed, delaying the fullresolution of the civil action and entailing additional expensefor the Debtors as Mac and Colonial may seek authorization to liftthe stay or may assert set off rights with respect to any judgmentobtained by the Debtors in the civil action.

Synagro Technologies, Inc., based in Houston, Texas, is therecycler of bio-solids and other organic residuals in the U.S. andis one of the largest national companies focused exclusivity onbiosolids recycling, which has a market size of $2 billion. TheCompany was formed in 1986, under the name RPM Marketing, Inc.Synagro's corporate headquarters is currently located in Houston,Texas but is in the process of being transferred to White Marsh,Maryland. The Company also has offices in Lansdale, Pennsylvania,Rayne, Louisiana, and Watertown, Connecticut.

Synagro was owned by The Carlyle Group at the time of thebankruptcy filing. It was acquired in April 2007 by Carlyle in a$741 million transaction.

Synagro is being advised by the law firm of Skadden Arps SlateMeagher & Flom, along with financial adviser AlixPartners andinvestment bankers Evercore Partners. Kurtzman Carson &Consultants serves as notice and claims agent.

SYNAGRO TECHNOLOGIES: G. Villar Seeks Lift Stay Order-----------------------------------------------------Gerardo Villar asks the U.S. Bankruptcy Court for the District ofDelaware to lift the automatic stay to allow him to amend hiscomplaint to add Debtor Synagro WCWNJ, LLC, as defendant in hiscomplaint pending in the Superior Court of New Jersey, LawDivision, Essex County.

The complaint, filed prior to the Petition Date, alleges thatduring the course of Mr. Villar's employment with DJW Transport,Inc., he was injured, with 2010, with Synagro and EnvironmentalProtection & Improvement Company being among the partiesresponsible for manufacturing, supplying and maintaining theequipment that he used at the time of the accident and whichcaused or contributed to the accident.

Synagro Technologies, Inc., based in Houston, Texas, is therecycler of bio-solids and other organic residuals in the U.S. andis one of the largest national companies focused exclusivity onbiosolids recycling, which has a market size of $2 billion. TheCompany was formed in 1986, under the name RPM Marketing, Inc.Synagro's corporate headquarters is currently located in Houston,Texas but is in the process of being transferred to White Marsh,Maryland. The Company also has offices in Lansdale, Pennsylvania,Rayne, Louisiana, and Watertown, Connecticut.

The principal methodology used in these ratings was Global Bankspublished in May 2013.

TALON INTERNATIONAL: Chairman Held 10.4% Equity Stake at July 12----------------------------------------------------------------In a Schedule 13D filing with the U.S. Securities and ExchangeCommission, Mark Dyne disclosed that as of July 12, 2013, hebeneficially owned 9,484,000 shares of common stock of TalonInternational, Inc., representing 10.4 percent of the sharesoutstanding. Zipper Holdings, LLC, beneficially owned 8,333,333common shares on that date. Mr. Dyne is the 100 percent memberand sole manager of Zipper, and exercises voting and dispositivepower over the securities held by Zipper. Mr. Dyne is also theChairman of the Board of Directors of the Company. A copy of theregulatory filing is available at http://is.gd/wFFMfB

Talon International disclosed net income of $679,347 for the yearended Dec. 31, 2012, as compared with net income of $729,133during the prior year. The Company's balance sheet at March 31,2013, showed $18.53 million in total assets, $10.17 million intotal liabilities, $24.87 million in series B convertiblepreferred stock and $16.52 million total stockholders' deficit.

TALON INTERNATIONAL: Perrtech Buys 8.3 Million Common Shares------------------------------------------------------------In a Schedule 13D filing with the U.S. Securities and ExchangeCommission, Perrtech Pty Limited and Leonard Frederick Milnerdisclosed that as of July 12, 2013, they beneficially owned8,333,333 shares of common stock of Talon International, Inc.,representing 9.2 percent of the shares outstanding. On July 12,2013, Perrtech used $750,000 to purchase from the Company8,333,333 shares of common stock. A copy of the regulatory filingis available for free at http://is.gd/eGKxkN

Talon International disclosed net income of $679,347 for the yearended Dec. 31, 2012, as compared with net income of $729,133during the prior year. The Company's balance sheet at March 31,2013, showed $18.53 million in total assets, $10.17 million intotal liabilities, $24.87 million in series B convertiblepreferred stock and $16.52 million total stockholders' deficit.

TALON INTERNATIONAL: Kutula Buys 38.8 Million Common Shares-----------------------------------------------------------In a Schedule 13D filing with the U.S. Securities and ExchangeCommission, Kutula Holdings Ltd. and Jean-Paul Defesche disclosedthat as of July 12, 2013, they beneficially owned 38,888,889shares of common stock of Talon International, Inc., representing42.8 percent of the shares outstanding. On July 12, 2013, Kutulaused $3,500,000 to purchase from the Company 38,888,889 shares ofcommon stock. A copy of the regulatory filing is available forfree at http://is.gd/xAJVFs

Talon International disclosed net income of $679,347 for the yearended Dec. 31, 2012, as compared with net income of $729,133during the prior year. The Company's balance sheet at March 31,2013, showed $18.53 million in total assets, $10.17 million intotal liabilities, $24.87 million in series B convertiblepreferred stock and $16.52 million total stockholders' deficit.

According to the report, under the terms of the settlement, filedby TMST's Chapter 11 trustee Joel I. Sher, Liberty Mutual hasagreed to drop its bankruptcy claims against TMST and immediatelypay $2.275 million -- minus about $100,000 for previously incurredcosts and up to another $100,000 for future costs.

On Oct. 28, 2009, the Court approved the appointment of Joel I.Sher as the Chapter 11 Trustee for the Company, TMST AcquisitionSubsidiary, Inc., TMST Home Loans, Inc., and TMST HedgingStrategies, Inc. He is represented by his firm, Shapiro SherGuinot & Sandler.

TLO LLC: Seeks Continued Use of Cash Collateral Through Oct. 31---------------------------------------------------------------TLO, LLC, asks the U.S. Bankruptcy Court for the Southern Districtof Florida, West Palm Division, to continue to use throughOct. 31, 2013, the cash collateral on which Technology Investors,Inc., holds a first priority lien.

The Debtor requires the continued use of the Cash Collateral forthe continued operation of its business in the ordinary course,including payment of expenses attendant thereto.

To adequately protect TTI in connection with the Debtor'scontinued use of the Cash Collateral, the Debtor offers a firstpriority postpetition lien on all cash of the Debtor generatedpostpetition.

The Debtor disclosed assets of $46.6 million and liabilities of$109.9 million, including $93.4 million in secured claims. Theprincipal lender is Technology Investors Inc., owed $89 million.TII is owned by the estate of Hank Asher, the company's primaryowner who died this year. There is $4.6 million secured bycomputer equipment.

TLO LLC: Seeks Authority to Obtain $2-Mil. More in DIP Loans------------------------------------------------------------TLO, LLC, filed a second motion asking authority from the U.S.Bankruptcy Court for the Southern District of Florida, West PalmDivision, to obtain additional postpetition financing.

The Debtor's current co-Chief Executive Officers are Eliza DesireeAsher and Caroline Asher Yoost, daughters of the Debtor's deceasedfounder, Hank Asher, are the makers of the DIP Loan and they haveeach agreed to loan an additional $2,000,000 to the Debtorimmediately, payable interest only at 9% per annum, and will besecured by life insurance proceeds of Mr. Asher payable to theDebtor, along with all other assets of the Debtor. TechnologyInvestors, Inc. has agreed to subordinate its loan to the loanfrom the Principals.

According to the Debtor, it has an immediate need to obtainfinancing to permit, among other things, the orderly continuationof the operation of its business, to maintain businessrelationships with vendors, suppliers and customers, to makepayroll, to make capital expenditures and to satisfy other workingcapital and operational needs.

As previously reported, the Debtor received authority to obtainDIP Loan from its Principals in the amount of $1,000,000, up to amaximum of $2,000,000 in the aggregate, with interest at 9% perannum, which DIP Loan will be secured by Mr. Asher's lifeinsurance proceeds, along with all other assets of the Debtor.

Wells Fargo Bank, N.A., objects to the form of the Super PriorityDebtor-in-Possession Credit Agreement dated May 14, 2013, to theextent it: (i) allows the Debtor to grant a lien in favor of theLenders on the TLO, LLC Collateral Account; (ii) provides that theLenders' lien on the TLO, LLC Collateral Account primes WellsFargo's valid, perfected and non-avoidable lien on the TLO, LLCCollateral Account; (iii) gives the Superpriority Claim priorityover the Wells Fargo Obligations; and (iv) allows the Debtor touse funds in the TLO, LLC Collateral Account in a mannerinconsistent with the agreements with Wells Fargo that govern thataccount.

The Debtor disclosed assets of $46.6 million and liabilities of$109.9 million, including $93.4 million in secured claims. Theprincipal lender is Technology Investors Inc., owed $89 million.TII is owned by the estate of Hank Asher, the company's primaryowner who died this year. There is $4.6 million secured bycomputer equipment.

TLO LLC: Hires Lawyer for Dispute With William Price, Greencook---------------------------------------------------------------TLO, LLC asks the U.S. Bankruptcy Court for the Southern Districtof Florida for permission to employ James F. Carroll, Esq., andthe law firm of Conrad & Scherer, LLP as special counsel to appearon behalf of the debtor in cases in state court regarding disputesbetween the Debtor, William H. Price and Greencook Management, LLCand Ken Hunter and Gary Schultheis.

On April 3, 2013, the Debtor sued Mr. Price and Greencook forfraud, misappropriation of the Debtor's funds, breach of contractand breaches of fiduciary duty.

The Debtor agrees to pay for Mr. Carroll's hourly rate of $525,plus reimbursement of actual and necessary expenses.

To the best of the Debtor's knowledge, Mr. Carroll is a"disinterested person" as that term is defined in Section 101(14)of the Bankruptcy Code.

The Debtor disclosed assets of $46.6 million and liabilities of$109.9 million, including $93.4 million in secured claims. Theprincipal lender is Technology Investors Inc., owed $89 million.TII is owned by the estate of Hank Asher, the company's primaryowner who died this year. There is $4.6 million secured bycomputer equipment.

TMT USA: U.S. Trustee Appoints Creditors' Committee---------------------------------------------------Judy A. Robbins, U.S. Trustee for Region 4, notified the U.S.Bankruptcy Court for the Southern District of Texas, HoustonDivision, that eligible creditors of TMT USA Shipmanagement LLC,et al., were appointed to a committee of unsecured creditors.

Mega Bank states, "Continued maintenance of insurance with respectto Mega Bank's collateral, of course, is in Mega Bank's interest;however, Mega Bank will not consent to the use of its cashcollateral until the Debtors provide a better understanding of the"emergency" that they have presented and why these non-debtoraffiliates are not paying their obligations, especially in lightof the decision by TMT to not include many of its non-debtoraffiliates and their vessels in their bankruptcy filings in theUnited States presumably on the basis of their solvency."

Cathy states, "The Second Cash Collateral Motion nakedly seekssuch relief, however, without providing any documentationwhatsoever, in support. Specifically, it did not include any copyof the relevant insurance policy, invoice, notice of default, ornotice of cancellation."

A hearing on the Debtors' motion is scheduled for July 29, 2013 at03:00 PM, before the U.S. Bankruptcy Court for the SouthernDistrict of Texas, Houston Division.

On a consolidated basis, the Debtors have $1.52 billion in assetsand $1.46 billion in liabilities.

TMT already filed a lawsuit in U.S. bankruptcy court aimed atforcing creditors to release the vessels so they can return togenerating income.

TMT USA: Judge Clears Shipper to Restructure in Chapter 11----------------------------------------------------------Stephanie Gleason writing for Dow Jones' DBR Small Cap reportsthat the U.S. bankruptcy case of Taiwan-based shipping company TMTGroup can proceed under Chapter 11 protection, a judge ruledTuesday, affirming that the case was filed in good faith.

as Liquidation Trustee in connection with the Amended Joint Planof Liquidation of the Debtors.

The Committee and the Requisite Lenders said the appointment ofJ Beck is acceptable to the Plan Debtors.

The firm's professional hourly rates are:

Jeffrey H. Beck $725 Marilyn Beck $225

According to a Bloomberg News report, Tousa Inc. on July 12, 2013,received court approval of a $67 million settlement with severalinsurance companies allowing the former homebuilder to proceedwith an Aug. 1 confirmation hearing for approval of theliquidating Chapter 11 plan co-proposed with the unsecuredcreditors committee. The dispute with the insurance companiesinvolved pre-bankruptcy fraudulent transfers where Tousa operatingsubsidiaries were made liable on debts which previously hadn'tbeen their responsibilities. A judgment in a separate lawsuitfinding fraudulent transfers was upheld in the U.S. Court ofAppeals in Atlanta.

Tousa's creditors sued the company's directors and officers forauthorizing the fraudulent transfers. There were also lawsuitswith insurance companies that provided directors' and officers'liability insurance over the question of whether there wasliability on the policies. The insurance companies includedFederal Insurance Co., XL Specialty Insurance Co. and ZurichAmerican Insurance Co.

Tousa's secured lenders also sued the directors and officers, whoturned the claims over to the insurance companies.

According to Bloomberg, in settlement, the insurance companieswill pay $67 million, with $47.9 million going to creditors of theTousa companies that were forced to take on debt improperly. Thefirst-lien lenders receive $7.66 million, while second-lienlenders take home $11.5 million. Some of the insurance companiesalso pay $8.27 million of the directors' and officers' defensecosts.

Bloomberg relates Tousa's Chapter 11 plan has recoveries rangingfrom 58 percent for senior noteholders to 5 percent for creditorswith general unsecured claims. The plan was the result of thedecision from the appeals court in May 2012 finding banks receivedfraudulent transfers exceeding $400 million. The opinionreinstated a ruling by U.S. Bankruptcy Judge John K. Olson whichhad been set aside on the first appeal in federal district court.

Peter L. Borowitz served as mediator between the Debtors and thecreditors.

The unsecured creditors committee initially proposed a chapter 11liquidating plan for Tousa. However, the committee decided not topursue approval of its liquidation plan because of a pendingappeal of its fraudulent transfer action in the U.S. Court ofAppeals for the Eleventh Circuit. In May 2012, the Court ofAppeals in Atlanta held that Tousa's bank lenders receivedfraudulent transfers exceeding $400 million.

After mediation before Peter L. Borowitz, Tousa and the unsecuredcreditors committee, MatlinPatterson Global Advisers and MonarchAlternative Capital, as investment adviser to Monarch MasterFunding, collectively reached an agreement in principle on asettlement proposal. The proposal would form the foundation for ajoint bankruptcy-exit plan for the Debtors.

On July 12, 2013, Tousa won court approval of a $67 millionsettlement with several insurance companies allowing the Debtorsto proceed with an Aug. 1 hearing to confirm the plan. Thedispute with the insurance companies involved the pre-bankruptcyfraudulent transfers. The insurance companies included FederalInsurance Co., XL Specialty Insurance Co. and Zurich AmericanInsurance Co.

According to Bloomberg News, in settlement, the insurancecompanies will pay $67 million, with $47.9 million going tocreditors of the Tousa companies that were forced to take on debtimproperly. The first-lien lenders receive $7.66 million, whilesecond-lien lenders take home $11.5 million. Some of theinsurance companies also pay $8.27 million of the directors' andofficers' defense costs.

Bloomberg relates Tousa's Chapter 11 plan has recoveries rangingfrom 58 percent for senior noteholders to 5 percent for creditorswith general unsecured claims. The plan was the result of thedecision from the appeals court in May 2012 finding banks receivedfraudulent transfers exceeding $400 million. The opinionreinstated a ruling by U.S. Bankruptcy Judge John K. Olson whichhad been set aside on the first appeal in federal district court.

"The 'B+' rating for TPF II's portfolio of three merchant peakingpower plants in Illinois and Ohio reflects a high debt leveragethat relies on merchant peaking energy revenues, which areinherently volatile, but also relies favorably on PJMInterconnection capacity market revenues that are much less riskythan energy revenues," said Standard & Poor's credit analyst TerryPratt. Revenues from capacity and ancillary services providegenerally about 80% to 85% of revenue (depending on the futureyear), making the credit story mostly a view of long-term PJMcapacity markets.

The portfolio has limited geographic diversity--Crete with 328megawatts (MW), and Lincoln with 656 MW, located south of Chicago,respectively, in the PJM-ComEd zone, and Rolling Hills with 850MW, located in the PJM-AEP zone in southeast Ohio. Each plantearns the same base PJM RTO zone capacity price.

"The stable outlook reflects our view that cash flows will bestable over the next several years based on most revenue comingfrom capacity payment that are known through mid-2017 and based onproven plant performance assumptions. Furthermore, we think itlikely that the plants will show very low capacity factors,further mitigating operation risk. An improvement in the ratingwould require a track record of sound operational performance,continued comfort that quarterly covenants would not be tripped,and lower debt at maturity in our base case -- generally around$100 per kW -- that would come from energy revenues that wellexceed our expectations or capacity prices from mid-2017 onwardswell above $90/kW-month. Developments that could result in arating downgrade would be operational problems that materiallyreduce availability, much lower-than-expected energy revenue fromRolling Hills, or debt at maturity of 2018 -- generally around the$200/kW mark," S&P said.

According to the report, U.S. Bankruptcy Judge Kevin J. Careygranted approval of the sale at a hearing July 24 in Wilmington,Delaware, according to court documents. The company won courtapproval of its bankruptcy plan at July 24 hearing as well. BangPrinting's offer "constitutes the highest and best offer" for theassets, the judge said in court papers.

The report notes that under the company's liquidation plan second-lien noteholders, owed about $74 million, are projected to recoverabout 2 percent on their claims. Unsecured creditors owed about$20.2 million are projected to recover nothing.

D.B. Hess was founded 1797 in Woodstock, Illinois. D.B. Hess andits affiliates are now leading provider of print, relatedservices, and technology. Hess ranks among the top 50 U.S.printers and has become one of the industry's most respected low-to-medium volume producers of commercial and educationalmaterials. Hess Holdings, the ultimate parent, was formed afterWellspring Capital Management LLC and certain co-investorsacquired D.B. Hess and The Press of Ohio in 2006.

The B1 rating assigned to Travelport's $120 million RCF reflectsits contractual priority ranking in Travelport's capitalstructure. The revolving credit facility will benefit from thesame guarantor and security package as the company's existingfirst lien facility, however, the RCF will have a super-priorityclaim in the waterfall.

Moody's expects Travelport's liquidity profile to be adequate overthe next 12 months. The company's recent refinancing has allowedfor debt maturities to be pushed significantly out, however, therating agency notes there is a springing maturity clause in thefirst lien documentation requiring existing debt to be refinancedor redeemed at least 91 days before maturity for the clause not tobe triggered. Moody's expects headroom under the company'sfinancial covenants to remain limited.

Given Travelport's high leverage, any positive rating pressure isunlikely in the short term. However, Moody's could stabilize theratings if the group succeeds in implementing the deleveragingtrend.

Conversely, negative pressure would likely be exerted on therating if there were no improvement in Travelport's earnings in2013. Finally, negative pressure could also result if Travelport'snear-term liquidity were to become constrained. Given the group'slack of near-term debt maturities, constrained liquidity wouldlikely result from a lack of covenant headroom on the company'sloans.

Principal Methodology

The principal methodology used in this rating was the GlobalBusiness & Consumer Service Industry Rating Methodology publishedin October 2010. Other methodologies used include Loss GivenDefault for Speculative-Grade Non-Financial Companies in the U.S.,Canada and EMEA published in June 2009.

Headquartered in Atlanta, Georgia, Travelport is a leadingprovider of transaction processing services to the travel industrythrough its global distribution system (GDS) business, whichincludes the group's airline information technology solutionsbusiness. During FY2012, the group reported revenues and adjustedEBITDA of $2.0 billion and $513 million, respectively.

TXCO emerged from Chapter 11 bankruptcy in February 2010 afterselling a majority of its assets to Houston-based NewfieldExploration Co. and The Woodlands, Texas-based Andarko PetroleumCo. During the bankruptcy proceedings, TXCO filed a trade secretlawsuit against Peregrine.

The U.S. Bankruptcy Court for the Western District of Texasinitially ruled in favor of TXCO, but later vacated the ruling anddismissed all claims against Peregrine. The same court alsoreturned a $16.5 million cash deposit to Peregrine that wasordered in the court's earlier, now-vacated ruling.

Peregrine and TXCO have amicably resolved all differences betweenthe companies.

About TXCO Resources

TXCO Resources, Inc., was a publicly traded oil and gasexploration and production company based in San Antonio, Texas,which, along with its subsidiaries, filed a voluntary Chapter 11case (Bankr. W.D. Tex. Case No. 09-51807) on May 17, 2009. Priorto confirmation, TXCO agreed to sell most of its oil and gasassets to Newfield Exploration Company and Anadarko E&P CompanyL.P. The sale was included in TXCO's Second Amended Plan ofReorganization. On Jan. 27, 2010, the Court entered an orderconfirming the Plan. On Feb. 11, 2010, the Plan became effectiveand Reorganized TXCO emerged from Chapter 11. All creditors werepaid in full, including interest and attorney's fees, and equityholders received a distribution. The remaining oil and gas assetsthat were not transferred to Newfield or Anadarko were transferredto the TXCO Liquidating Trust. Newfield is the only shareholderof record in Reorganized TXCO and the sole beneficiary of theLiquidating Trust.

U.S. RENAL: Moody's Rates $335MM First Lien Term Loan 'Ba3'-----------------------------------------------------------Moody's Investors Service assigned a Ba3 rating to U.S. RenalCare, Inc.'s proposed $335 million first lien term loan add-on due2019 and B3 rating to its proposed $160 million second lien termloan add-on due 2020. Proceeds will be used to acquire AmbulatoryServices of America Inc. ASA is a renal disease management companythat operates 76 outpatient dialysis centers and 38 home dialysisprograms in 13 states. Concurrently, Moody's upgraded U.S. Renal'sexisting $305 million first lien term loan to Ba3 from B1 and its$120 million second lien term loan rating to B3 from Caa1. Inaddition, U.S. Renal's B2 Corporate Family Rating and B2-PDProbability of Default Ratings are confirmed. This rating actionconcludes the ratings review on U.S. Renal initiated on June 26,2013.

The confirmation of the CFR and PDR reflect Moody's view that theacquisition significantly improves U.S. Renal's scale andgeographic footprint. And despite an increase in financialleverage, Moody's believes that U.S. Renal will delever to morecomfortable levels over the next 18 months

The change in outlook to negative reflects the risks associatedwith U.S. Renal's significant increase in debt resulting in proforma debt to EBITDA leverage of 7.3 times, for the LTM periodending March 31, 2013. Furthermore, the Center for Medicare &Medicaid Services ("CMS") has proposed a reimbursement rate cut ofa 11.9% for fiscal 2014 that -- if fully implemented as proposed -- would weaken cash flow metrics materially and delay U.S. Renal'sability to delever over the next twelve to eighteen months.

The B2 Corporate Family Rating reflects U.S. Renal's highfinancial leverage, which will increase following the acquisitionof Ambulatory Services of America. Moody's estimates that the proform debt to EBITDA for the LTM period ending March 31, 2013 wouldhave approximated 7.3 times. The rating is also constrained byMoody's expectation of modest free cash flow after consideringhigher interest expense and capital spending related toinvestments in newly established facilities as opposed to debtrepayment. Furthermore, the company has relatively small scalecompared to the larger players in the sector, and a highconcentration of revenue from government based programs. Moody'snotes that the ASA acquisition doubles U.S. Renal's patient scaleand provides a modest level of geographic diversification. Ratingsbenefits from a stable industry profile characterized by theincreasing incidence of end stage renal disease ("ESRD") and themedical necessity of the service provided.

If the 11.9% reimbursement rate cut as proposed by CMS were to beimplemented in fiscal 2014 as currently proposed, delaying U.S.Renal's ability to delever, the rating could be downgraded. Morespecifically, Moody's expects leverage (debt/EBITDA) to decline tobelow 6.0 times over the next eighteen months. Any delay, whetherby an increase in debt financed acquisitions or shareholdersinitiatives, could result in a downgrade

Although an upgrade is unlikely in the near-term, the ratingscould be upgraded should the company reduce and sustain adjusteddebt/EBITDA below 5.0 times. Additionally, for Moody's to consideran upgrade, US Renal would need greater top line revenues alongwith free cash flow to debt around 10%.

The principal methodology used in rating U.S. Renal Care, Inc. wasthe Global Healthcare Service Provider Industry Methodologypublished in December 2011. Other methodologies used include LossGiven Default for Speculative-Grade Non-Financial Companies in theU.S., Canada and EMEA published in June 2009.

U.S. RENAL: S&P Assigns 'B' Rating to $335MM Incremental Loan-------------------------------------------------------------Standard & Poor's Ratings Services said that it assigned its 'B'credit rating to Plano, Texas-based dialysis provider U.S. RenalCare Inc.'s (USRC) proposed $335 million incremental first-liensecured term loan and its 'CCC+' credit rating to USRC's proposed$160 million incremental second-lien secured term loan. S&Premoved its rating on USRC's existing first-lien debt fromCreditWatch and lowered it to 'B' from 'B+' because the amount offirst-lien debt will increase relative to its estimate of theenterprise's value in the event of default. S&P's 'B' corporatecredit rating on USRC is unchanged and the rating outlook isnegative.

S&P also assigned its '3' recovery rating to the new first-liendebt, indicating its expectation of meaningful (50% to 70%)recovery of principal, and its '6' recovery rating to the newsecond-lien debt, indicating its expectation of negligible(0 to 10%) recovery of principal, both in the event of paymentdefault. S&P's recovery rating on the existing first-lien debtwas revised to '3' from '2', which indicated its previousexpectation of substantial (70% to 90%) recovery of principal inthe event of default.

USRC will use proceeds of the new debt, along with other funds, tofinance its acquisition of Ambulatory Services of America (ASA),also a dialysis services provider. Following the ASA acquisition,USRC will operate in 19 states and Guam, serving about 14,000dialysis patients.

"Our ratings on USRC reflect its "vulnerable" business riskprofile, distinguished by its dependence on the treatment of asingle disease, pressure from third-party payors to reducepayments, an unfavorable payor profile with a heavy reliance onMedicare, and still relatively small scale. The "highlyleveraged" financial risk profile incorporates pro forma lease-adjusted debt leverage of about 8x (including holding companydebt), including ASA's EBITDA for the past 12 months (andadjusting for USRC's nonrecurring expenses in 2012), withexpectations for gradual deleveraging. Our negative ratingoutlook reflects the potential for leverage to remain elevated,given the combination of higher financial risk during the upcomingrebasing of Medicare reimbursement rates," S&P said.

Proceeds from the proposed notes together with a new five-year$190 million ABL revolving credit facility (unrated) are expectedto be used to refinance the company's existing senior securedcredit facilities and securitization as well as pay transaction-related fees and expenses. The proposed notes are expected to besecured by a second lien on the assets that secure the ABLrevolver and will be guaranteed by domestic subsidiaries, subjectto certain exceptions.

* Upon completion of the proposed transaction, ratings for U.S.Xpress' existing senior secured revolving credit facility and termloan will be withdrawn. The assigned ratings are subject toMoody's review of final documentation.

Ratings Rationale:

The proposed refinancing will improve the company's liquidityposition and debt maturity profile. Although total funded debtwill increase modestly pro forma for the proposed transaction, thecompany should have greater effective availability under its ABLfacility due to the absence of ongoing maintenance covenants inthe proposed debt structure.

The B3 CFR continues to reflect the cyclical nature of thetruckload industry and weak credit metrics that are largely inline with the rating category. Pro forma for the proposedrefinancing, debt/EBITDA stands at 5.8x times (on a Moody'sadjusted basis) while EBIT coverage of interest is under 1.0 time.The B3 CFR is supported by a relatively young fleet allowing thecompany to defer a portion of capital expenditures to preserveliquidity if needed, good scale, a diverse customer base/endmarkets and the expectation for further contractual rate increasesdue to limited capacity in the industry. A moderate improvement incredit metrics is expected to be attained through expensereductions from the implementation of a Six Sigma Lean program aswell as the elimination of certain non-recurring costs whichimpacted 2012 results. Fiscal 2012 results were negativelyaffected by management time and effort related to the sale of theArnold Transportation business in early 2013 (the company retainsa minority interest) and a temporary change in the company'soperating processes. However, the B3 CFR also incorporates theeffects of the uncertain economic environment on volume growth andthe potential for elevated driver and regulatory costs topartially offset some of the improvements expected to margingrowth going forward.

The stable rating outlook reflects Moody's expectation for modestrevenue growth in 2013, largely driven by contractual priceincreases rather than volume.

The ratings could be downgraded if credit metrics weaken such thatdebt to EBITDA exceeds 6.0x, or EBIT to interest declines to 0.5x.A ratings downgrade could also result from deterioration in thecompany's liquidity profile including continued negative free cashflow generation or limited availability under the ABL facility.

The ratings could be upgraded if the company improves creditmetrics such that debt to EBITDA improves to 5.0x, EBIT tointerest is sustained above 1.5x and the company generatespositive free cash flow.

The principal methodology used in this rating was the GlobalSurface Transportation and Logistics Companies published in April2013. Other methodologies used include Loss Given Default forSpeculative-Grade Non-Financial Companies in the U.S., Canada andEMEA published in June 2009.

At the same time, S&P assigned a 'B-' rating to the company's$250 million senior secured notes due 2020, as well as a '4'recovery rating, indicating S&P's expectation that lenders wouldreceive average (30%-50%) recovery of principal in a paymentdefault scenario. S&P based all ratings on preliminary offeringstatements, and they are subject to review of final documentation.The company will use the notes, along with a $190 million asset-based revolver (unrated), to refinance the existing revolver, thesecuritization, and the term loan facilities.

"Standard & Poor's ratings on US Xpress reflect the company'shighly leveraged capital structure and its participation in theintensely competitive, highly fragmented, cyclical truck-load (TL)market," said credit analyst Anita Ogbara. US Xpress' significantbusiness position as a major TL carrier with good customer, end-market, and geographic diversity partly offsets these factors.S&P categorizes the company's business profile as "weak," itsfinancial profile as "aggressive," and its liquidity as"adequate," as defined in S&P's criteria. Privately held USXpress does not release financial statements publicly.

US Xpress is the fifth-largest TL carrier, measured by revenues,in the U.S. It operates a fleet of approximately 6,800 tractorsand 17,000 trailers in more than 30 major terminals, primarilylocated in the U.S. Although the company maintains a sizeablemarket position, it operates in a very fragmented industry, wherethe top 10 TL companies account for less than 5% of the totalfor-hire TL market.

Like other trucking companies, US Xpress' profitability is subjectto changes in fuel costs. In periods of rising fuel costs, USXpress, similar to most other large trucking companies, has beenable to substantially mitigate the effect of higher prices throughsurcharges. However, the fuel surcharge involves a modest timinglag after fuel prices increase or decrease. With operatingmargins in the low-single-digit percent range, profitability is onthe lower end of industry peers'. Although new regulatoryrequirements stemming from Comprehensive Safety Analysis (CSA)2010 are increasing operating costs and wages for truckingcompanies, S&P believes US Xpress is better positioned to handlethese costs than smaller carriers, which may find these costsonerous. As a result, S&P expects capacity to rationalize furtherand pricing to continue to gradually improve.

For the 12 months ended March 31, 2013, adjusted debt (adjustedfor operating leases) to EBITDA was 7x, compared with pro formatotal debt to EBITDA of about 6x at the close of the managementbuyout in October 2007. Funds from operations (FFO) to total debtwas 19%, in line with S&P's expectations of about 20%. Over thenext few quarters, S&P expects slow GDP growth, rising fuel costs,and increasing wages to constrain earnings in the TL sector.Nevertheless, S&P expects the company's earnings to benefit frommodest tonnage and pricing improvements. Given US Xpress'relatively young fleet, S&P also expects capital spending tomoderate this year and to remain at reduced levels in 2014. S&Pbelieves these factors will result in improved credit measuresover the next couple of years, with total debt to EBITDA of about6x and FFO to total debt in the 20% area. S&P's ratings andperformance expectations do not incorporate any material debt-financed acquisitions.

S&P will monitor developments in the company's refinancing andliquidity position. S&P could lower the ratings if US Xpress isunsuccessful in completing the proposed transaction.Alternatively, S&P could affirm the ratings and remove them fromCreditWatch if the company is successful in completing thetransaction and improves its liquidity position.

At the same time, S&P assigned a 'B+' issue rating with a recoveryrating of '2' to the company's new $25 million senior securedrevolving credit facility, $550 million first-lien term loan A,and $1.75 billion first-lien term loan B. The recovery rating of'2' indicates S&P's expectation for a substantial (70% to 90%)recovery of principal in the event of payment default. S&P alsoassigned a 'CCC+' issue rating with a recovery rating of '6' tothe company's $1.1 billion second-lien term loan. The recoveryrating of '6' indicates S&P's expectation for a negligible(0% to 10%) recovery of principal in the event of payment default.

The company is using the loan proceeds together with $900 millionof unrated holding company (HoldCo) pay-in-kind notes, as well asequity contribution to fund the proposed transaction, includingrefinancing existing debt.

"The downgrade is based on the substantial increase in pro formaleverage following the transaction and our expectation that thecompany's leverage will remain high over the intermediate term,"said Standard & Poor's credit analyst Katarzyna Nolan.

The ratings on UCS reflect its "fair" business risk profile and"highly leveraged" financial risk profile, incorporating arelatively narrow and cyclical end market, coupled with high proforma leverage. Consistent profitability, positive free cash flowgeneration following the transaction, and a solid market positionin the North American automobile dealer management solutions (DMS)market are partial offsets.

The stable outlook reflects USC's highly recurring revenue base,consistent profitability, and ability to generate FOCF. S&Pexpects the company to continue generating modest levels of FOCF,despite a cyclical nature of the auto industry.

An upgrade is unlikely in the near term given its highly leveragedcapital structure.

S&P could consider a downgrade if UCS experiences higher-than-expected customer losses, leading to a profitability decline, orpursues more aggressive financial policies that lead to debt-to-EBITDA sustained in the mid-8x area or covenant headroom decliningto below 15%.

USA BROADMOOR: Files Proposed Reorganization Plan-------------------------------------------------USA Broadmoor LLC filed with the U.S. Bankruptcy Court for theMiddle District of Florida a Plan of Reorganization and DisclosureStatement, essentially contemplating the continued operation ofthe Debtor.

The Plan provides for the classification and treatment of claimsagainst and interest in the Debtor. Claim 1 Priority Claims willbe paid in full. Claim 2 Wells Fargo Secured Claim will have a$12 million unpaid principal balance of the Note on the PlanEffective Date. Interest will accrue on the Principal Balanceoutstanding at the rate of 175 basis points of the 10-yeartreasury rate until the earlier of four years after the PlanEffective Date.

On the Claim 3 Guardian Secured Claim, Class 4 Challenger PoolsSecured Claim, Claim 5 All Saints Secured Claim, and Class 6Superior Seal Secured Claim, the Debtor will make paymentinstallments for 48 months. On Class 7 Other Secured Claims, theDebtor will surrender to all Class 7 Claimholders all Collateralsecuring all Class 7 Claims in full satisfaction of those Claims.

The Reorganized Debtor will pay, on four successive years, 10% ofAllowed Class 8 Unsecured Claims. It will pay the balance of theAllowed Class 8 Claims by the Maturity Date. Holders of AllowedClass 9 Membership Interests will retain their MembershipInterests.

VERTIS HOLDINGS: World Graphic to Help Pursuing Insurance Claim---------------------------------------------------------------The U.S. Bankruptcy Court for the District of Delaware authorizedVertis Holdings, Inc. et al., to expand the scope of employment ofWorld Graphic Services as consultant to the Debtors; and approvedaddendum No. 1 to independent contractor agreement in connectiontherewith.

According to the Debtor, World Graphic concluded providingservices under the independent contractor agreement with theclosing of the sale of substantially all of the Debtors' assets toQuad/Graphics Marketing, LLC.

World Graphics' additional services will include assisting theDebtors in filing (including amendments or supplements), andprosecuting any insurance claims relative to the fire that damageda facility of the Debtors located at 7619 Doane Drive, Manassas,Virginia.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time tosell the business to Quad/Graphics, Inc., for $258.5 million,subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financialstatements reflected assets of approximately $837.8 million andliabilities of approximately $814.0 million.

Quad/Graphics is a global provider of print and relatedmultichannel solutions for consumer magazines, special interestpublications, catalogs, retail inserts/circulars, direct mail,books, directories, and commercial and specialty products,including in-store signage. Headquartered in Sussex, Wis. (justwest of Milwaukee), the Company has approximately 22,000 full-timeequivalent employees working from more than 50 print-productionfacilities as well as other support locations throughout NorthAmerica, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.08-11460) on July 15, 2008, to complete a merger with AmericanColor Graphics. ACG also commenced separate bankruptcyproceedings. In August 2008, Vertis emerged from bankruptcy,completing the merger.

GE Capital Corporation, which serves as DIP Agent and PrepetitionAgent, is represented in the 2012 case by lawyers at Winston &Strawn LLP. Morgan Stanley Senior Funding Inc., the agent underthe prepetition term loan, and as term loan collateral agent, isrepresented by lawyers at White & Case LLP, and Milbank TweedHadley & McCloy LLP.

On Jan. 16, 2013, Quad/Graphics completed the acquisition ofVertis Holdings for a net purchase price of $170 million. Thisassumes the purchase price of $267 million less the payment of$97 million for current assets that are in excess of normalizedworking capital requirements.

VILLAGIO PARTNERS: Chapter 11 Reorganization Case Closed--------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of Texasentered on June 28, 2013, a final decree closing the Chapter 11cases of Villagio Partners, Ltd., et al.

The Debtors won confirmation of their First Amended Joint Plan ofReorganization on June 6. Pursuant to the Plan, each of theDebtors' assets will vest in that Debtor on the Plan EffectiveDate.

The Debtors have said in court papers that all potential claimsobjections were resolved prior to confirmation of the FirstAmended Plan, and there is no avoidance litigation to be initiatedby any of the Debtors.

The Debtors are engaged primarily in the business of owning andoperating commercial retail shopping centers and offices. TheDebtors' commercial real properties are located in and around theHouston Metropolitan area, including Katy, Humble and TheWoodlands.

Village Partners, a Single Asset Real Estate as defined in11 U.S.C. Sec. 101(51B), estimated assets and debts of at least$10 million. It says that a real property in Katy, Texas, isworth $24.6 million.

VPR CORP: Texas Judge Clears to Auction Oil and Gas Wells---------------------------------------------------------Katy Stech writing for Dow Jones' DBR Small Cap reports thatexecutives at VPR Corp., which drills for oil and natural gasthroughout Oklahoma and New Mexico, got permission from abankruptcy judge to auction its business as they try to pay backsome of its at least $95 million in debt.

The Debtor disclosed $13,400,000 in assets and $11,119,045 inliabilities as of the Chapter 11 filing.

Privately owned VPR is an oil and gas company focused on acquiringand developing assets in the domestic onshore basins of the UnitedStates. It has 53 producing wells, which generate revenue ofapproximately $375,000 per month on average after royaltypayments. VPR was founded in 2008, and maintains producing oiland gas properties in Oklahoma and New Mexico.

The U.S. Trustee appointed five entities to an official committeeof creditors. Kell C. Mercer, Esq., at Brown McCarroll, L.L.P.represents the Official Committee of Creditors.

W.R. GRACE: Reports $82.8-Mil. Net Income in Second Quarter-----------------------------------------------------------W. R. Grace & Co. on July 25 reported second quarter net income of$82.8 million, or $1.07 per diluted share. Net income for theprior-year quarter was $69.3 million, or $0.90 per diluted share.Adjusted EPS was $1.12 per diluted share compared with $1.14 perdiluted share in the prior-year quarter.

"Earnings for the quarter came in as expected," said Fred Festa,Grace's Chairman and Chief Executive Officer. "MaterialsTechnologies and Construction Products had solid quarters,benefiting from good growth in emerging regions and strong pricingand margins. In Catalysts Technologies, the customer operationalissues that impacted the first quarter were successfully resolved.However, our refinery catalyst pricing initiative has not producedthe results we wanted, with negative effects to our sales andearnings outlook in the second half."

Second Quarter Results

Second quarter net sales of $802.8 million decreased 2.9 percentcompared with the prior-year quarter. The decrease was due tolower pricing (-2.5 percent) and unfavorable currency translation(-1.5 percent), partially offset by higher sales volumes (+1.1percent). Base pricing increased compared with the prior-yearperiod, but was more than offset by lower rare earth surcharges.

Adjusted EBIT was $247.0 million compared with $254.9 million inthe prior-year period. The decline was due to lower gross profit,partially offset by higher earnings from the ART joint venture.Adjusted EBIT margin of 16.3 percent increased 20 basis pointscompared with the prior-year period.

Segment gross margin was 42.0 percent, an increase of 160 basispoints compared with the prior-year quarter. The increase ingross margin primarily was due to lower raw material andmanufacturing costs which more than offset lower pricing and salesvolumes.

Segment operating income was $93.8 million compared with $100.3million in the prior-year quarter, a 6.5 percent decreaseprimarily due to lower gross profit, partially offset by higherearnings from the ART joint venture. Segment operating margin was32.2 percent, an increase of 170 basis points compared with theprior-year quarter.

In March 2013, Grace announced a 10 percent increase to the baseprices of its refining catalysts, as contract terms allow. Thecompany undertook this pricing initiative with the objective ofincreasing the returns in its refining catalyst business tosupport continued investments in new product development,technical service and manufacturing capability. During the secondquarter, Grace achieved certain of its objectives for thisinitiative, but the overall results were well below expectations.Grace has lost about $60 million in annualized sales volumes dueto industry response to the pricing initiative, significantlygreater than was forecast. The company will continue to pursuethe announced base price increases as industry conditions allow,although significant benefits are not expected until 2014.

In addition, Grace is announcing that it will permanently closeits 35,000 metric ton silica sol refining catalyst manufacturingcapacity in the 2013 third quarter. Silica sol catalysts havebeen in use since the late 1970s and are at the end of theirtechnical and economic life. Grace's current silica sol customers,who represent about 1% of total refining catalyst sales, will betransitioned to Grace's industry-leading alumina-based technology.Grace expects to record a non-cash charge of $3-$4 million duringthe third quarter related to the net book value of its silica solmanufacturing assets.

Grace Materials Technologies

Sales up 2.0 percent; segment operating income down 3.4 percent

Second quarter sales for the Materials Technologies operatingsegment, which includes engineered materials for consumer,industrial, coatings and pharmaceutical applications, andpackaging technologies, were $228.7 million, an increase of 2.0percent compared with the prior-year quarter. The increase wasdue to improved pricing (+2.5 percent) and higher sales volumes(+1.8 percent), which offset unfavorable currency translation (-2.3 percent).

Sales in emerging regions increased 4.5 percent compared with theprior-year quarter due to strong growth in emerging Asia. Salesin advanced regions increased 0.2 percent compared with the prior-year quarter. Sales of packaging technologies products,particularly can sealants, were unfavorably impacted by lowerdemand for canned beverages due to wet weather in North America.

Segment gross margin was 33.7 percent, an increase of 20 basispoints compared with the prior-year quarter. Gross margin for thefirst half of the year was on-target at over 34 percent.

Segment operating income was $44.8 million compared with $46.4million in the prior-year quarter, a 3.4 percent decreaseprimarily due to the timing of certain annual operating expensesand unfavorable currency costs. Segment operating margin was 19.6percent, a decrease of 110 basis points compared with the prior-year quarter. Segment operating margin for the first half of theyear was on-target at over 20 percent.

Grace Construction Products

Sales up 3.4 percent; segment operating income up 27.6 percent

Second quarter sales for the Construction Products operatingsegment, which includes Specialty Construction Chemicals (SCC)products and Specialty Building Materials (SBM) products used incommercial, infrastructure and residential construction, were$283.2 million compared with $273.8 million in the prior-yearquarter. The sales increase was due to higher sales volumes (+3.6percent) and improved pricing (+1.8 percent), which more thanoffset unfavorable currency translation (-2.0 percent).

Segment gross margin of 36.8 percent improved 170 basis pointscompared with the prior-year quarter. The increase in grossmargin primarily was due to improved pricing and higher salesvolumes.

Segment operating income was $45.3 million compared with $35.5million for the prior-year quarter, a 27.6 percent increaseprimarily due to higher gross margin and lower operating expenses.Segment operating margin improved to 16.0 percent, an increase of300 basis points compared with the prior-year quarter.

Other Expenses

Total corporate expenses were $23.7 million for the secondquarter, an increase of approximately $2 million primarily due tothe timing of certain expenses in 2012 and 2013.

Defined benefit pension expense for the second quarter was $18.1million compared with $16.8 million for the prior-year quarter.

Interest expense was $10.9 million for the second quarter comparedwith $11.3 million for the prior-year quarter. The annualizedweighted average interest rate on pre-petition obligations for thesecond quarter was 3.5 percent.

Income Taxes

Income taxes were recorded at a global effective tax rate ofapproximately 34 percent before considering the effects of certainnon-deductible Chapter 11 expenses, changes in uncertain taxpositions and other discrete adjustments.

Grace generally has not had to pay U.S. Federal income taxes incash in recent years since available tax deductions and creditshave fully offset U.S. taxable income. Grace expects to generatesignificant U.S. Federal net operating losses upon emergence frombankruptcy. Grace generally does pay cash taxes in foreignjurisdictions and in a limited number of states. Income taxespaid in cash, net of refunds, were $26.9 million during the sixmonths of 2013, or approximately 13 percent of income beforeincome taxes.

Cash Flow

Net cash provided by operating activities for the first six monthsof 2013 was $170.3 million compared with $119.7 million in theprior-year period. The increase primarily resulted from loweraccelerated defined benefit pension plan contributions andimproved working capital performance.

Adjusted Free Cash Flow was $157.0 million for the six months of2013 compared with $146.6 million in the prior-year period. Theyear-over-year increase primarily was due to improved workingcapital performance.

Pension Accounting Change

Grace has elected to change its method of accounting for deferredactuarial gains and losses relating to its global defined benefitpension plans to a more preferable method under U.S. generallyaccepted accounting principles (GAAP). This accounting method,referred to as mark-to-market accounting, will be adopted in the2013 fourth quarter and will be retrospectively applied to thecompany's financial results for all periods to be presented in itsannual report on Form 10-K for the year ended December 31, 2013.This change will not affect 2013 third quarter results wheninitially reported.

Under this new method of accounting, the company expects its 2013defined benefit pension expense to be lower than under the currentaccounting method by approximately $45 million (before the effectsof the annual mark-to-market adjustment in the fourth quarter) dueto the elimination of the amortization of deferred gains andlosses. The annual fourth quarter mark-to-market adjustment willbe excluded from the company's non-GAAP Adjusted EBIT earningsmeasure.

Grace believes that the mark-to-market accounting method ispreferable as it better aligns the economics of the definedbenefit pension plans with their accounting measures, eliminatesdelays in recognizing gains and losses within operating results,and improves transparency within Grace's operating results byimmediately recognizing the effects of economic and interest ratetrends on plan investments and assumptions in the year these gainsand losses are actually incurred.

2013 Outlook

As of July 25, 2013, Grace expects 2013 Adjusted EBIT to be in therange of $560 million to $570 million, and Adjusted EBITDA to bein the range of $685 million to $695 million.

The following updated assumptions are components of Grace'supdated 2013 outlook:

-- Consolidated sales of approximately $3.1 billion, includingsales headwinds of approximately $130 million from lower rareearth surcharges and unfavorable currency translation.

-- Lower sales in Catalysts Technologies primarily due to lowersales volumes and lower base pricing than previously expected,resulting in lower segment operating income of approximately $35million.

On April 2, 2001, Grace and 61 of its United States subsidiariesand affiliates, including its primary U.S. operating subsidiary,W. R. Grace & Co.-Conn., filed voluntary petitions forreorganization under Chapter 11 of the United States BankruptcyCode in the United States Bankruptcy Court for the District ofDelaware in order to resolve Grace's asbestos-related liabilities.

On January 31, 2011, the Bankruptcy Court issued an orderconfirming Grace's Joint Plan of Reorganization. On January 31,2012, the United States District Court issued an order affirmingthe Joint Plan, which was reaffirmed on June 11, 2012, following amotion for reconsideration. Four parties have appeals pendingbefore the U.S. Court of Appeals for the Third Circuit. Oralarguments for these appeals were heard by a Third Circuit panel ofjudges on June 17, 2013.

The timing of Grace's emergence from Chapter 11 will depend on afavorable ruling by the Third Circuit court and the satisfactionor waiver of the remaining conditions set forth in the Joint Plan.The Joint Plan sets forth how all pre-petition claims and demandsagainst Grace will be resolved. See Grace's most recent periodicreports filed with the SEC for a detailed description of the JointPlan. About W.R. Grace

Roger Frankel serves as legal representative for victims ofasbestos exposure who may file claims against W.R. Grace. Mr.Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replacesDavid Austern, who was appointed to that role in 2004. Mr.Frankel has served as legal counsel for Mr. Austern who passedaway in May 2013.

W.R. Grace obtained confirmation of a plan co-proposed with theOfficial Committee of Asbestos Personal Injury Claimants, theOfficial Committee of Equity Security Holders, and the AsbestosFuture Claimants Representative. The Chapter 11 plan is builtaround an April 2008 settlement for all present and futureasbestos personal injury claims, and a subsequent settlement forasbestos property damage claims. Implementation of the Plan hasbeen held up by appeals in District Court from various parties,including a group of prepetition bank lenders and the OfficialCommittee of Unsecured Creditors.

WALTER ENERGY: Liquidity Concern Cues Moody's to Cut CFR to Caa1----------------------------------------------------------------Moody's Investors Service downgraded Walter Energy Inc.'s long-term ratings, including the Corporate Family Rating to Caa1 fromB2, and affirmed the short-term liquidity rating at SGL-4. Thedowngrade was prompted by continued deterioration in marketfundamentals for metallurgical coal, increasing evidence that themarket will remain oversupplied for at least several quarters, andpotential liquidity concerns in such a scenario. These market-related factors outweigh the positive steps taken recently by thecompany to idle high-cost production, lower costs at key mines,and improve financial flexibility. The rating outlook is stable.

"The recent amendment to the company's credit agreement alleviatesnear-term covenant compliance issues, but its structure preventsthe company from using most of its revolving credit commitmentwithout prompting additional lender negotiations and in light ofrecent worsening in market conditions the effective liquiditycushion is not sufficient to maintain the existing ratings," saidBen Nelson, Moody's Assistant Vice President and lead analyst forWalter Energy.

$657 million Senior Secured Term Loan A due 2016, Downgraded to B2(LGD3 31%) from Ba3;

$978 million Senior Secured Term Loan B due 2018, Downgraded to B2(LGD3 31%) from Ba3;

$500 million Senior Unsecured Notes due 2020, Downgraded to Caa2(LGD5 83%) from B3;

$450 million Senior Unsecured Notes due 2021, Downgraded to Caa2(LGD5 83%) from B3;

Outlook, Stable

Moody's expects the metallurgical coal industry will remain weakin the near-term following substantive deterioration in recentmonths. Benchmark pricing for low-volatility hard coking coal havefallen dramatically to $145/tonne for third quarter deliveriesfrom $172/tonne for second quarter deliveries. While some domesticand international producers have announced production cuts, thenet impact on the global market is modest and the anticipatedsupply/demand balance is unlikely to support meaningful priceimprovement in the near-term. Domestic met coal producers relianton exports remain disadvantaged in the global seaborne market and,in part due to debt-funded acquisitions near the peak of themarket in early 2011, remain particularly vulnerable to theextending trough cycle environment.

Moody's believes that the structure of the credit agreementamendment leaves the company with only a modest effectiveliquidity cushion in an environment in which it will be difficultto avoid cash burn. Moody's views the company as capable ofgenerating $100-$250 million of EBITDA in the current pricingenvironment with well over $300 million required to fund cashinterest and maintenance capital. The company may be able to avoidcash burn over the next few quarters by managing its coststructure and reducing high inventories in western Canada, butfundamentally an improvement in pricing is necessary to avoid cashburn. Lenders have imposed through the amendment a minimumliquidity requirement of $225 million that reduces the company'srevolver availability to about $99 million from $324 millionwhich, combined with $236 million of balance sheet cash, resultsin an effective liquidity cushion of $335 million on a pro formabasis at March 31, 2013. This effective liquidity cushion is quitemodest relative to Moody's view of the company's operatingprospects and compared to many of its rated peers. In addition,notwithstanding a covenant holiday that assuages near-termconcerns about covenant violations, compliance could become anissue once again upon the resumption of testing in the secondquarter of 2014. These factors drive the negative rating actions.

Ratings Rationale:

The Caa1 CFR reflects the difficulties of operating in anextending trough cycle environment with a highly-leveraged balancesheet and a modest effective liquidity cushion. The rating is alsoconstrained by reliance on a few key mines for the majority ofearnings and cash flow and very weak credit measures. The value ofthe company's metallurgical coal assets in Alabama, potential togenerate strong earnings and cash flow on a mid-cycle basis, andrecent steps taken to improve liquidity support the rating.

The stable outlook reflects the view that market conditions willnot worsen meaningfully. Moody's could downgrade the rating withfurther deterioration in market conditions, expectations for moresubstantive erosion in the company's cash position, or heightenedconcerns related to an upcoming loan amortization in 2015. Moody'scould upgrade the rating with an improved liquidity position andevidence of positive momentum in the met coal market.

The principal methodology used in this rating was the GlobalMining Industry Methodology published in May 2009. Othermethodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEApublished in June 2009.

Additionally, Fitch also expects to assign a 'B/RR4' rating toWoodside's proposed issuance of $200 million senior unsecurednotes due 2021. Proceeds from the notes issuance will be used toredeem all of the company's $127.7 million 9.75% senior securednotes due 2017.

Key Rating Drivers

The ratings and Outlook for Woodside reflect the company'sexecution of its business model in the current housingenvironment, improving financial and operating results, customerand price point diversity, adequate liquidity position, and thecyclically improving industry outlook for 2013 and 2014. While thecompany has an established presence in Arizona, Nevada, Texas andUtah, the company's operations remain heavily weighted toCalifornia, albeit spread out through a variety of submarkets.

Woodside emerged from bankruptcy at the end of 2009 with a newsenior management team and successfully recapitalized its balancesheet during the third quarter of 2012. The company raised $127.7million of debt and $75 million of equity last year. Proceeds fromthese transactions were used in part to repay existing debt and tofund the company's land and development spending.

The Industry

The housing recovery should advance this year and next with acontinued, below-trend-line, cyclical rise off a very low bottom.In a slowly growing economy with somewhat diminished distressedhome sales competition, less-competitive rental cost alternatives,local permitting delays, labor imbalances, developed lots lessreadily available, and new home inventories near historically lowlevels, 2013 single-family starts should improve about 18%, whilenew home sales increase 24% and existing home sales grow 7.5%.Multifamily starts should gain almost 25%.

For 2014, total housing starts are projected to expand 18% to 1.1million as single-family starts advance 22% and multifamily startsgain 9%. New home sales should improve 24%, while existing homegrowth should moderate in volume to 5%.

However, there are still challenges facing the housing market thatare likely continue to moderate the early stages of this recovery.Realized demand will continue to be affected by some narrowing ofaffordability, relatively widespread negative equity, challengingmortgage qualification standards, lot shortages, materials andlabor costs pressuring home prices, and excess supply due toforeclosures in certain markets. As Fitch has noted in the past,recovery will occur in fits and starts.

Liquidity

Woodside currently has adequate liquidity, with $44.4 million ofunrestricted cash on the balance sheet as of March 31, 2013. On aproforma basis assuming the company completes the proposed $200million offering and redeems its existing $127.7millionseniorsecured notes, unrestricted cash as of March 31, 2013 would havebeen $105.5 million.

The company also currently expects to enter into a new $45 million3-year secured revolving credit facility (with an accordionfeature to increase the facility up to $100 million) to supportworking capital needs and enhance its liquidity position.

Fitch believes that the proposed notes issuance and the newrevolving credit facility provide the company with adequateliquidity to increase its land and development spending this year.Fitch currently projects the company will be cash flow negative byapproximately $100 million to $150 million during 2013.

Management Strategy

Following its emergence from bankruptcy, the management teamfocused on the company's core homebuilding operations andtransitioned from a national builder to a western regionalhomebuilder, with operations in California, Nevada, Arizona, Utahand Texas. As part of this process, the company sold projects andland holdings in 5 Eastern Divisions in the states of Florida andMinnesota and in metropolitan Washington DC.

Woodside has a relatively heavy exposure to California, albeitspread out through a variety of submarkets. The state ofCalifornia represented roughly 55% of latest-twelve-month closingsending March 31, 2013. Fitch expects the reliance on Californiawill remain material in the near to intermediate term, althoughits significance is expected to diminish slightly as the company'sland acquisitions of 2012 and purchases in 2013 and 2014 areprojected to be weighted more heavily to markets outsideCalifornia.

As of March 31, 2013, Woodside controlled 6,867 lots, of which5,547 (80.8%) were owned and 1,320 (19.2%) were controlled throughoptions. On a trailing twelve-month basis, Woodside controlled 5.1years of land and owned roughly 4.1 years of land.

Improving Financial Results

The company's financial results and credit metrics improved in2012 relative to 2011 levels. Woodside reported a 43.9% increasein home closings during 2012 and homebuilding revenues grew 44.4%compared to 2011. Home closings for the first half of 2013 grew28.6% while net sales (orders) improved 14.3% compared with thefirst half of 2012. The company also reported improvement in netsales year-over-year in each of the last eight quarters,contributing to a 29.1% increase in homes in backlog at June 30,2013 compared with year earlier levels.

Leverage as measured by debt to EBITDA (calculated by Fitch)improved to 4.7x at the end of 2012 from 10.4x at year-end 2011while interest coverage advanced to 2.3x during fiscal 2012 from0.9x during fiscal 2011. Fitch expects these credit metrics willimprove slightly during 2013.

Rating Sensitivities

Future ratings and Outlooks will be influenced by broad housingmarket trends as well as company specific activity, such as trendsin land and development spending, general inventory levels,speculative inventory activity (including the impact of highcancellation rates on such activity), gross and net new orderactivity, debt levels, free cash flow trends and uses, and thecompany's cash position.

The Outlook or rating for Woodside could be raised in the next 12months if the company performs in line with Fitch's expectations(including leverage in the 4.0x-4.5x range and interest coverageat or above 3x), the various housing metrics are trending towardsour macro forecast and the company has liquidity (combination ofcash and revolver availability) of at least $75 million.

Negative rating actions could occur if the recovery in housingdissipates; revenues fall in the 15%-20% range; and Woodsidemaintains an overly aggressive land and development spendingprogram. This could lead to consistent and significant negativequarterly cash flow from operations and meaningfully diminishedliquidity position (below $40 million).

The 'RR4' Recovery Rating (RR) on the company's unsecured debtindicates average recovery prospects for holders of these debtissues. Woodside's exposure to claims made pursuant to performancebonds and joint venture debt and the possibility that part ofthese contingent liabilities would have a claim against thecompany's assets were considered in determining the recovery forthe unsecured debt holders. Fitch applied a liquidation valueanalysis for these RRs.

WORLD IMPORTS: Can Use Cash Collateral Thru Aug. 2--------------------------------------------------The Honorable Stephen Raslavich entered a second interim orderapproving a cash collateral use stipulation by World Imports, Ltd,et al., with PNC Bank, National Association, and PNC EquipmentFinance, LLC.

Under the stipulation, the Banks consent to the Debtors' use ofthe cash collateral to pay approved expenses set forth in aprepared budget through Aug. 2, 2013 at 5:00 p.m. The Debtors mayexceed the approved expenses in the budget by an amount not toexceed, on a weekly basis, either (a) 5% of the aggregate amountof Approved Expense for that week, or (b) as otherwise agreed toamong the Debtors and Banks.

As adequate protection for any diminution in the value of thePrepetition Liens in favor of the Banks, the Banks are grantedreplacement liens on and security interests in all of the Debtors'property.

World Imports filed a Chapter 11 petition (Bankr. E.D. Pa. CaseNo. 13-15929) on July 3, 2013, in Philadelphia. John E. Kaskey,Esq., at Braverman Kaskey, P.C., in Philadelphia, serves ascounsel. The Debtor estimated assets and debts of $10 million to$50 million.

WORLDCOM INC: Must Pay Federal Excise Taxes, 2nd Cir. Says----------------------------------------------------------INTERNAL REVENUE SERVICE, Appellant, v. WORLDCOM, INC., Debtor-Appellee, Docket No. 12-803 (2nd Cir.), calls on the U.S. Court ofAppeals for the Second Circuit to decide if the bankrupttelecommunications company WorldCom must pay federal excise taxeson the purchase of a telecommunications service that connectedpeople using dial-up modems to the Internet. Appellant, theInternal Revenue Service, appeals from a judgment of the UnitedStates District Court for the Southern District of New York(Forrest, J.), which upheld the decision of the Bankruptcy Court(Gonzalez, C.J.) to grant the objection of the reorganized debtorsto the IRS's proof of claim for taxes owed and the Debtors' refundmotion for the taxes WorldCom had already paid.

In the late 1990s, WorldCom purchased a service from localtelephone companies called "central-office-based remote access,"or "COBRA," that gave people the ability to use their modems toconnect to WorldCom's network (and the Internet) over theirregular telephone line. The tax code adds a 3 percent excise taxto the purchase of a "local telephone service."

A "local telephone service" is any service that provides "accessto a local telephone system, and the privilege of telephonicquality communication with substantially all persons havingtelephone or radio telephone stations constituting a part of suchlocal telephone system."

On appeal, the IRS contends that the district and bankruptcycourts erred in concluding that COBRA was not taxable as a localtelephone service.

The Second Circuit held that WorldCom purchased a "local telephoneservice" when it paid for COBRA services, and that WorldCom musttherefore pay federal communication excise taxes on thosetransactions. Accordingly, the Second Circuit reversed thejudgment of the district court and remanded the case for furtherproceedings consistent with its Opinion.

After the bankruptcy court confirmed the plan for WorldCom, theIRS filed a proof of claim requesting that the Debtors pay$16,276,440 in excise taxes on WorldCom's purchase of COBRAservices. The Debtors objected to the IRS's claim andadditionally moved for a refund of $38,297,513 in excise taxesWorldCom had already paid on COBRA.

A copy of the July 22, 2013 decision by Second Circuit JudgesAmalya Lyle Kearse Kearse and Robert Katzmann, and the Hon. Jed S.Rakoff, of the U.S. District Court for the Southern District ofNew York, sitting by designation, is available athttp://is.gd/2iRsPVfrom Leagle.com. Judge Katzmann wrote the decision.

YARWAY CORP: Wants Deadline to Remove Actions Moved Until Nov. 18-----------------------------------------------------------------Yarway Corporation asks the U.S. Bankruptcy Court for the Districtof Delaware to extend until Nov. 18, 2013, its time to filenotices of removal of claims and causes of action.

The Debtor's deadline to file notices to remove claims or causesof action was scheduled to expire on July 22.

The Debtor is a defendant in more than 5,000 asbestos-relatedlawsuits commenced prior to the Petition Date by plaintiffsseeking damages for personal injuries purportedly caused byexposure to asbestos-containing products allegedly manufactured,distributed and/or sold by the Debtor.

An Aug. 20, 2013, hearing at 1 p.m., has been set. Objections, ifany, are due Aug. 5, at 4 p.m.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring asthe Simplex Engineering Company and originally manufactured pipeclamps, steam traps, valves and controls. Based in Pennsylvania,Yarway was a privately-owned company until 1986 when KeyStoneInternational, Inc. bought equity in the company. Yarway became aunit of Tyco International Ltd. when Tyco purchased KeyStone in1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)purported use of asbestos-containing gaskets and packing,manufactured by others, in its production of steam valves andtraps from the 1920s to 1970s, and (ii) alleged manufacture ofexpansion joint packing that was allegedly made up of a compoundof Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims havebeen asserted against Yarway, including 1,014 in Yarway's 2013fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million asof the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. andSidley Austin LLP serve as the Debtor's counsel in the Chapter 11case. Logan and Co. is the claims and notice agent.

On May 6, 2013, the U.S. Trustee for Region 3, appointed anofficial committee of asbestos personal injury claimants. TheCommittee tapped Elihu Inselbuch, Esq. at Caplin & Drysdale,Chartered, as lead bankruptcy counsel.

YONKERS RACING: Moody's Assigns 'Ba3' Rating to New $245MM Loan---------------------------------------------------------------Moody's Investors Service assigned a Ba3 to Yonkers RacingCorporation's proposed $245 million 6-year 1st lien term, and a B3to the company's proposed $70 million 7-year 2nd lien term loan.Proceeds from the proposed credit facilities will be used torefinance Yonkers' existing $302.5 million 11 3/8% 2nd lien notesdue 2016 in full. Moody's also affirmed Yonkers' B1 CorporateFamily Rating and B1-PD Probability of Default Rating. The ratingoutlook is stable.

The affirmation of Yonkers' B1 Corporate Family Rating considersthat the proposed refinancing could substantially lower thecompany's interest costs and have a significant positive benefitto Yonkers' free cash flow. The refinancing is aimed at taking outhigh cost 2nd lien notes due 2016 with lower cost bank debt. Atthe same time, the refinancing will extend the Yonkers nearestdebt maturity three years to 2019 when the proposed 1st lien termloan matures. Yonkers' existing and currently undrawn $10 millionrevolver (not-rated) that expires in 2014 will remain in effect.

The affirmation also considers that New York Governor Andrew Cuomounveiled gaming legislation on 19 June that would permit four newcasinos in New York State, but none in the New York Citymetropolitan area -- Yonkers Racing's key market -- for the firstseven years. That would leave downstate New York largely toYonkers Racing and Resorts World Casino in Queens. The New YorkCity area constitutes the largest regional gaming market in the USin terms of number of adults per gaming position. Announcement ofthe gaming legislation and constitutional referendum came asYonkers Racing is seeing an upswing in gaming revenues at itsEmpire City Casino following a $52 million expansion earlier thisyear. It is also benefiting from the overall growth in the NewYork metro area gaming market since Genting Berhad's (Baa1 stable)Resorts World Casino opened in the New York borough of Queens infall 2011.

The Ba3 rating assigned to Yonkers' proposed $245 million 1st lienterm loan, one notch higher than the company's Corporate FamilyRating, considers the modest credit support it receives from theproposed $70 million of proposed second lien debt in the pro formacapital structure. The B3 rating on the proposed $70 million 2ndlien notes -- two notches lower than the company's CorporateFamily Rating, reflects the significant amount of senior secureddebt ahead of it in the pro forma capital structure.

Ratings affirmed:

Corporate Family Rating, at B1

Probability of Default Rating, at B1-PD

New ratings assigned:

$245 million 6-year 1st lien term, at Ba3 (LGD 3, 37%)

$70 million 7-year 2nd lien term loan, at B3 (LGD 5, 87%)

Existing rating affirmed and to be withdrawn upon closing of proposed refinancing:

$302.5 mil 11 3/8% 2nd lien notes 2016, at B1 (LGD 4, 51%)

Ratings Rationale:

Yonkers' B1 Corporate Family Rating reflects its small size,single property concentration risk, and high leverage. Debt/EBITDAfor the latest 12-month period ended June 30, 2013 was about 5.5times. Positive ratings consideration is given to the favorabledemographics of Yonkers' primary market area that has contributedsignificantly to the company's high EBITDA margins relative toother single gaming asset operators in the northeast US. EmpireCity is one of only two properties in the New York City marketthat are authorized to operate a casino under New York State law.

The stable rating outlook also incorporates Moody's expectation offurther improvement in Yonkers' monthly gaming revenue, astatistic that Moody's sees as a leading indicator of companyprofitability. Since the first anniversary of Resorts World's fullopening -- December 2012 -- Yonkers' comparable year-over-yearmonthly gaming revenue, for the most part, has grown consistently.In the months of April 2013, May 2013 and June 2013, the company'scomparable year-over-year monthly gaming revenue grew 5.1%, 9.4%and 3.2%, respectively.

The stable rating outlook also considers Moody's view that Yonkerswill be able to reduce its debt/EBITDA to at/below 5.25 times bythe end of fiscal 2014, a level Moody's believes is more suitablefor Yonkers current rating given the company's assetcharacteristics. The company's gaming floor expansion, completedin January 2013, allowed the company to re-deploy about 400 gamingmachines, bringing the total gaming machine count to 5,372, andthe company continues to add other amenities that Moody's expectswill improve its revenues and earnings.

Rating improvement is limited at this time given Yonkers' smallscale and limited diversification. Ratings could improve ifYonkers' operating performance continues to demonstrate furtherresilience to competition from the much larger Resorts Worldcasino, and can achieve and maintain EBIT/interest expense of morethan 2.5 times and debt/EBITDA below 3.5 times. Ratings could belowered if it appears that Yonkers, for any reason, will not beable to reduce and maintain debt/EBITDA to at/or below 5.25 times.

The principal methodology used in this rating was the GlobalGaming Industry Methodology published in December 2009. Othermethodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEApublished in June 2009.

Yonkers owns and operates a gaming and entertainment facilitycomprised of Empire City Casino -- a 176,000 square-foot casinofeaturing 5,372 gaming positions (including slot machines andelectronic table games), and Yonkers Raceway -- a harness racetrack featuring pari-mutuel wagering on live and simulcast horseraces. The facility, which is located in Yonkers, New York, isowned and operated by the Rooney family of Pittsburgh. Yonkers isa private company and does not disclose detailed financialinformation to the public. The company currently generates annualnet revenue of about $200 million.

At the same time, S&P assigned the company's proposed $10 millionfirst-out revolving credit facility due 2018 an issue-level ratingof 'BB', with a recovery rating of '1', indicating S&P'sexpectation for very high (90% to 100%) recovery in the event of apayment default.

In addition, S&P assigned the company's proposed $245 millionfirst-lien term loan due 2019 its 'BB-' issue-level rating, with arecovery rating is '2', indicating S&P's expectation forsubstantial (70% to 90%) recovery in the event of a paymentdefault.

S&P also assigned the proposed $70 million second-lien term loandue 2020 its 'B-' issue-level rating, with a recovery rating of'6', indicating its expectation for negligible (0% to 10%)recovery in a payment default.

S&P expects the company to use proceeds from the proposed termloans, along with cash on hand, to fully repay the $302.5 millionsenior notes due 2016, and to pay for fees and expenses.

"Our assessment of Yonkers business risk profile as weak reflectsthe company's reliance on a single property for cash flowgeneration, which we view as a risk given the increasedvulnerability to event risk, regional economic weakness, andadverse changes to the competitive environment. Our assessmentalso reflects the stringent revenue allocation structure with NewYork State, which limits profitability, and the potential forincreased competition in Yonkers' regional market. We believethese risks are mitigated by our view that the New Yorkmetropolitan area market is deep enough to support the currentcapacity," S&P said.

The positive outlook reflects S&P's expectation that, over thenext few years, modest EBITDA improvement and debt reduction willresult in adjusted leverage improving to about 4.5x, a level S&Pviews as in line with a one-notch higher rating for Yonkers.

"We could raise the rating by one notch if we believe the companycan maintain adjusted leverage of about 4.5x or below over thelong run and interest coverage over 2x. This would likely be afunction of continued modest EBITDA growth, driven by increasedvisitation and customer spend following the expansion efforts, andfrom modest debt reduction through required term loan amortizationand cash flow sweeps. Ratings upside is limited to one notchbecause of Yonkers' limited diversity as an operator of a singleproperty and because of New York State's stringent revenueallocation structure, which limits profitability, and since we donot expect material deleveraging over the next few years," S&Psaid.

S&P could consider revising the outlook to stable or lowering theratings if EBITDA were to meaningfully decline and remain at alevel that would result in adjusted leverage remaining above 5.5xand interest coverage remaining in the mid-1x area. A meaningfuldecline in EBITDA would likely be a function of Resorts WorldCasino competitively affecting Yonkers' operations.

YRC WORLDWIDE: Plans to Offer $350 Million Worth of Securities--------------------------------------------------------------YRC Worldwide Inc. said it may sell up to an aggregate of$350,000,000 of any combination of its debt securities, warrantsto purchase debt securities, shares of common stock, warrants topurchase common stock, shares of preferred stock, depositaryshares, purchase contracts, units, subscription rights orany combination of these securities. The Company's common stockis traded on the Nasdaq Global Select Market under the symbol"YRCW." A copy of the Form S-3 prospectus is available for freeat http://is.gd/TGglq7

About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. Theseservices include global, national and regional transportation aswell as logistics.

After auditing the 2011 results, the Company's independentauditors expressed substantial doubt about the Company's abilityto continue as a going concern. KPMG LLP, in Kansas City,Missouri, noted that the Company has experienced recurring netlosses from continuing operations and operating cash flow deficitsand forecasts that it will not be able to comply with certain debtcovenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net lossof $136.5 million on $4.85 billion of operating revenue, ascompared with a net loss of $354.4 million on $4.86 billion ofoperating revenue during the prior year. The Company's balancesheet at March 31, 2013, showed $2.20 billion in total assets,$2.84 billion in total liabilities and a $642.6 million totalshareholders' deficit.

* * *

As reported in the Aug. 2, 2011 edition of the TCR, Moody'sInvestors Service revised YRC Worldwide Inc.'s Probability ofDefault Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 inrecognition of the agreed debt restructuring which will result inlosses for certain existing debt holders. In a related actionMoody's has raised YRCW's Corporate Family Rating to Caa3 from Cato reflect modest but critical improvements in the company'scredit profile that should result from its recently-completedfinancial restructuring. The positioning of YRCW's PDR at Caa2\LDreflects the completion of an offer to exchange a substantialmajority of the company's outstanding credit facility debt for newsenior secured credit facilities, convertible unsecured notes, andpreferred equity, which was completed on July 22, 2011.

"The ratings on Overland Park, Kan.-based YRCW reflect itsparticipation in the competitive, capital-intensive, and cyclicaltrucking industry," said Ms. Ogbara, "as well as its meaningfuloff-balance-sheet contingent obligations related to multiemployerpension plans." "YRCW's substantial market position in the less-than-truckload (LTL) sector, which has fairly high barriers toentry, partially offsets these risk factors. We categorize YRCW'sbusiness profile as vulnerable, financial profile as highlyleveraged, and liquidity as less than adequate."

According to the report, the central bank said July 19 that it'sreviewing a decade-old decision that physical commodities are"complementary" to banking, allowing lenders such as CitigroupInc. and JPMorgan Chase & Co. to operate in both industries.Goldman Sachs Group Inc. and Morgan Stanley may be less at riskfrom the review as some businesses owned before the firms becamebank holding companies in 2008 are grandfathered.

The move into physical commodities exposed the biggest banks toadditional risks and allegations of price manipulation, creatingpotential legal liabilities and threatening to damage theirreputations, the report said. The shift also weakened the barrierbetween government-insured banks and other commerce established bythe 1956 Bank Holding Company Act.

"What the Fed has to do, what they are doing, is settingboundaries where the banks really will pull back into what theirprimary business is," Marty Mosby, an analyst at GuggenheimSecurities LLC in Memphis, Tennessee, told Bloomberg. Regulatorsare "trying to re-envision how they should draw these boundaries.They got kind of blurred."

The Senate Banking Committee's Subcommittee on FinancialInstitutions and Consumer Protection, led by Ohio Democrat SherrodBrown, held a hearing on July 23 on banks' investments in physicalcommodities assets, the report further related.

* Calif. Court Battle Sets Stage for Pension Reform Showdown------------------------------------------------------------Jim Christie, writing for Reuters, reported that California'sthird-largest city, San Jose, and its employee unions faced off incourt over public pension reforms in a case that has majorimplications for other local governments across the state tryingto rein in the costs of retirement benefits.

According to the report, the lawsuit, led by San Jose's policeunion, shows how difficult it is for local governments to breakbenefit promises to current and past employees even when otherpublic services are being cut to pay for them.

San Jose's pension overhaul was promoted by Democratic Mayor ChuckReed and approved by nearly 70 percent of voters in 2012 but cityunions argue the move violates the rights of its members and is inbreach of the California constitution, the report said. They wantthe court to block the measure from going into effect and tomaintain the current pension plan.

"If the unions prevail it will give local leaders elsewhere reasonto pause. If Mayor Reed prevails, they may get even more ambitiousin finding new ways to reduce pension outlays," Larry Gerston, apolitical science professor at San Jose State University, told thenews agency.

In opening remarks in court, Arthur Hartinger, a lawyer for thecity of San Jose, said that the pension measure was necessarygiven the city's strained finances, the report related."Retirement cost increases have gone through the roof," he said.

* Calls For Policy Fix Grow As NY Rulings Limit Trustee Power-------------------------------------------------------------Pete Brush of BankruptcyLaw360 reported that New York rulings thathave sharply limited the ability of trustees to go after bankers,accountants and other corporate agents accused of exacerbatingPonzi schemes, bankruptcies and corporate meltdowns have led someattorneys to call for lawmakers to step in and expand trustees'power.

According to the report, the Second Circuit's June decisionstripping Irving H. Picard -- the federal trustee in thebankruptcy of Bernard L. Madoff's brokerage -- of the ability totarget banks that some say aided the scheme marked yet anotherroadblock for victims seeking substantial recoveries.

According to the report, the Commodity Futures Trading Commissionaccused Panther Energy Trading LLC and its owner, Michael J.Coscia, of disrupting markets by improperly placing tradesallegedly designed to lure other investors into buying and sellingfutures contracts tied to corn, oil and other commodities at bogusprice levels.

In a related action, the U.K. Financial Conduct Authority finedMr. Coscia for alleged deliberate manipulation of commoditiesmarkets, the report said.

The efforts mark a first for both regulators: The FCA took itsinitial action against a high-frequency trader, and the CFTC usednew enforcement powers granted under the Dodd-Frank financial lawto go after "disruptive practices" for the first time, the reportnoted.

The CFTC levied a $1.4 million fine against Panther Energy and isrequiring the company pay back another $1.4 million in profitsfrom its trades to the exchanges it traded on and to the CFTC, thereport related. The FCA fined Mr. Coscia $903,176, saying Mr.Coscia made a profit of $279,920 in a six-week period though anabusive trading strategy.

* Dealmakers Focus on Quality Execution, PwC's M&A Outlook Reveals------------------------------------------------------------------The fundamentals for strong M&A activity remain in place despite aslowdown in U.S. merger and acquisition (M&A) activity in thefirst half of 2013, according to PwC US. Buyers remain extremelyactive in identifying, evaluating and competing to acquire assetsin the market. Dealmakers are placing a premium on dealcertainty, speed and agility to ensure successful deal outcomesthat deliver long term value, according to PwC's U.S. mid-year M&Aoutlook, released today.

In the first half of 2013, there were a total of 4,587 totaltransactions, representing $528 billion in disclosed deal value,according to data compiled by Thomson Reuters and analyzed by PwC.Accelerated deal flow in the final months of 2012, a constrainedsupply of assets for sale, and a lack of confidence in executingon transactions contributed to a drop in deal activity in thesecond quarter of 2013. As PwC expected in its 2012 year-end M&Aoutlook, the middle market continued to prop up activity,accounting for 28 percent of value through June 30, 2013.

"Challenges in the M&A market are being driven by a lack of well-positioned assets for sale, not poor deal fundamentals," saidMartyn Curragh, PwC's U.S. Deals Leader. "A shortage of qualityassets and a growing list of willing acquirers dictate a need forconfidence and greater preparation to execute, from deal strategythrough integration. Greater competition is driving valuationsand deal timelines, leaving some would-be acquirers to reflect onmissed opportunities, and others with buyers' remorse for failureto capture deal value."

According to PwC's 16th annual CEO Survey, CEOs are bullish withat least 75 percent expecting growth over the next year throughboth organic means and acquisitions. Nearly half of U.S. CEOssaid they plan to do a deal in 2013, indicating that dealmakingremains top of mind for business leaders, however, less than onethird of those U.S. CEOs seeking a deal completed one in thepreceding 12 months. This shift in frequency -- and the pace ofindividual deal participants -- is one factor impacting how dealsare being executed in today's increasingly competitive market.With readily available financing, corporate cash levels at $1.29trillion, and strong equity markets, PwC expects the combinationof these critical factors to support sustained deal activitythrough the remainder of 2013.

"Corporates are seeking opportunities to grow with a strong focuson strategic fit, value creation, and execution certainty.Companies of all sizes, and across all industries and regions, arelooking for the right synergies to provide long term growth,"added PwC's Curragh. "In this slow growth environment, buyers aretaking on an ownership mindset earlier in the process, with afocus on agility, speed and flawless execution. Those who areunable to adjust their strategies and integrate quickly may beleft second guessing their decisions."

Integration As stakeholders place greater pressure and emphasis oncompanies to deliver deal value, companies are focusing on a morethoughtful and comprehensive integration process to quicklydeliver on their investment rationale. According to PwC, earlycapture of deal synergies and value, increasing the knowledgearound an asset, and flexible, rapid execution of the integrationplan is critical to maximizing the return on an investment.

Divestitures Divestitures remain a key driver of M&A activity,making up 31 percent of disclosed deal value in the first half of2013. However, according to PwC, changes in buyer expectation,shareholder pressure and evolving industry and regulatoryconsiderations are among the factors impacting the level ofpreparation needed on both the buy and sell side for dealcertainty. Companies that develop robust divestiture preparationprocesses are better positioned to successfully exit theirbusinesses in a shorter time frame, avoid sale price erosion,minimize distractions and derive the desired value from the sale.

Private Equity Private equity deals accounted for 20 percent oftotal deal value in the first half of 2013, representing a totalof $103 billion in disclosed deal value. "Private equity firms arecontinuing to look at a range of opportunities to monetize theirexisting investments and are having success by preparing theirportfolio companies to tap the debt and equity markets," saidTim Hartnett, PwC's Global and U.S. Private Equity leader. "Atthe same time, private equity players are looking to improve theperformance and efficiencies of their portfolio companies'operations and gain greater industry knowledge to enhance longerterm prospects."

Industry Sectors Several sectors are ripe for deals, especiallythose where technology-driven convergence is a key driver andcompanies look to complete deals outside of their core competency.Notable sectors that continue to present opportunities include:

-- Technology - While deal activity in the technology industryover the last several years has helped larger integrated companiesbuild out platforms on new generation IT offerings -- such associal, mobile, analytics, and cloud -- there is a tremendousamount of opportunity to drive more acquisition of innovators toeither establish or maintain leadership positions. As such,software transactions will likely continue to dominate volumesbecause of the importance of the shifts in cloud, mobile andneeded security to businesses both inside and outside thetechnology industry. Private equity funds continue to play anactive role and divestitures are expected to continue as hardware-centric technology players refocus on a software-centric future.The ongoing cloud/mobile convergence, coupled with record levelsof cash, lend confidence that deal activity will likely rebound inthe quarters to come.

-- Health Industries - Health industry consolidation has increasedmore than 50 percent since 2009 and is expected to continuethrough 2014. As the nation prepares for implementation of majorprovisions of the Affordable Care Act, innovative healthcarepartnerships can lead to improved efficiency and provide high-value care to discerning customers. In the pharmaceuticalsindustry, companies continue to acquire innovative technologiesand products via licensing to supplement the R&D pipeline anddiversify portfolios with new markets and products. Pharmacompanies are looking beyond BRIC nations into 'frontier markets'to seek growth and innovation. As companies complete spin offactivity, PwC expects to see an uptick in pharma deal volume basedon available assets.

-- Financial Services - Financial services M&A will continue toface both uncertainty and opportunities in the second half of 2013due to several factors including increased regulatory costs,depressed organic growth and the greater availability ofattractive financing. However, M&A desire remains high amongbuyers, and there is increasing interest in quality financialservices assets. Valuation gaps remain, and differences betweenbuyer and seller perception of future profitability will likelycontinue to present a challenge. At the same time, deal activityin 2013 is expected to be driven by ongoing divestiture of non-core assets by major European institutions as well asrestructuring activity as U.S. financial services companies complywith increased regulations, motivating businesses in the space toconsider a range of transactions from asset sales to spinoffs.

-- Retail & Consumer - Retail industry deal fundamentals remainsolid in terms of corporate interest in accelerating growth andprivate equity funds availability. Challenges includeavailability of quality businesses for sale and mismatches betweenbuyer and seller expectations around price. PwC is cautiouslyoptimistic for the second half of 2013 given the recent pick up inbusinesses starting to come to market for sale and relativelypositive trends in consumer sentiment and retail sales. For thebalance of 2013, continued cross-border retail activity to accesscertain demographics in the global marketplace is anticipated.

About PwC US

PwC US helps organizations and individuals create the valuethey're looking for. It is a member of the PwC network of firmsin 158 countries with more than 180,000 people. It providesassurance, tax and advisory services.

According to the report, Florida's second-largest city andBoudreaux shifted money from a projects account to the generalfund to mask budget gaps and win higher grades from ratingscompanies on three 2009 debt sales totaling $153.5 million, theSEC said on July 19. Boudreaux's lawyer said he's being made intoa scapegoat.

In 2010, the SEC began cracking down on state and localgovernments for not giving investors accurate information abouttheir financial condition prior to bond sales, focusing on pensiondeficits, the report said. Since then, Illinois and New Jerseyhave both settled with the agency over such issues. The agency hassince broadened its focus beyond retiree obligations, as in Miami.

"Miami actively marketed bonds to the investing public whilehiding the true reason for interfund transfers to boost the imageof its primary operating fund," George S. Canellos, co-director ofthe SEC's enforcement division, said in a statement, the reportrelated. The agency said in a court complaint that Miami had beenordered to stop violating anti-fraud laws in 2003.

"The fact that a city official would enable these false andmisleading disclosures to investors merely a few years after Miamihad been reprimanded by the SEC for similar misconduct makes thisrepeat behavior all the more appalling and unacceptable," Canellossaid, the report further related. The agency said the transfersbegan no later than 2007.

According to the report, Judge Gibbons, who is also the chairwomanof the Judicial Conference of the United States' budget committee,noted that federal courts have already incurred 36,000 furloughhours this fiscal year and the continuing budget deficiencies haveled to significant delays primarily for civil and bankruptcycases.

* Fitch: Increased Activity Diminishes US Refinancing Cliff Risk----------------------------------------------------------------Loan refinancing activity and robust high yield bond issuanceextended or diminished $750 billion of loans within therefinancing cliff timeframe over the last 12 months ended June 28,2013, according to Fitch Ratings' 'Bridging the Refinancing Cliff,Volume VII,' published July 24.

The refinancing cliff peak, which once represented the mostintimating portion of the cliff back in 2009 at approximately$750 million (2013-2014), has been diminished to just$340 million.

Of the $970 billion of loan issuance over the last four quarters,approximately 66% has been directed towards loan refinancing. TheU.S. high-yield bond market has also contributed greatly inredistributing loans as bond-for-loan takeout volume totaled$105 billion over the last four quarters.

Fitch notes that issuers have been intensity focused on extendinglonger dated loan maturities in 2016 and beyond. Over the last 12months, approximately 40% of all loan refinancing issuance hasgone to refinance a loan maturity in 2016 or 2017. As a result,the total amount of loans coming due beyond 2016 has increasedsubstantially.

This installment of the series also provides a breakdown andanalysis of the some of the larger leveraged buyout (LBO)concentrations that dated back from the pre-crisis time period.Fitch believes these large concentrations posed one of thegreatest risks to the market's ability to successfully extend therefinancing cliff. Since the end of 2009, the top 10 LBO companieswith the largest debt concentrations in 2013 and 2014 have reducedthe total amount of debt coming due in these years by 90% and 84%,respectively.

* Fitch: Charter Schools Fail to Meet Investment-Grade Expectation------------------------------------------------------------------The average Fitch-rated charter school will remain speculative-grade for the foreseeable future as expectations for investment-grade ratings are generally beyond reach, particularly in leverageand financial flexibility, according to a new Fitch Ratingsspecial report.

A majority of Fitch's March 2013 charter school downgrades reflectthe schools' inability to meet baseline financial and debtmeasures laid out in the September 2012 criteria as the minimumrequirements for an investment grade rating. Most Fitch ratedcharter schools demonstrate burdensome financial leverage with ahigh pro forma debt burden and a high pro-forma debt to net incomeavailable for debt service ratio. In most cases, these weak debtmetrics limit ratings improvement.

Under Fitch's criteria, an investment grade charter school, amongother financial measures, is expected to generate at least 1.0xpro-forma maximum annual debt service coverage (DSC), possess adebt burden lower than or equal to 15%, and debt-finance less thaneleven years of operating cash flow. Fitch found that many of therated charters, while able to meet the DSC requirement, wereunable to meet the latter two leverage thresholds.

* S&P Applies Revised Insurance Criteria to 26 Insurance Groups---------------------------------------------------------------Standard & Poor's Ratings Services said that it reviewed itsratings on 26 insurance groups by applying its new ratingscriteria for insurers, which were published on May 7, 2013.

S&P will publish individual analytical reports on the insurancegroups identified below, including a list of ratings on affiliatedentities, as well as the ratings by debt type--senior,subordinated, junior subordinated, and preferred stock. Theresearch updates will be available athttp://www.standardandpoors.com/insurancecriteriaand on RatingsDirect. Ratings on specific issues will be available onRatingsDirect and at http://www.standardandpoors.com

* S&P Applies Revised Insurance Criteria to 14 Marine Mutuals-------------------------------------------------------------Standard & Poor's Ratings Services said that it has reviewed itsratings on 14 marine mutual insurers by applying its new ratingscriteria for insurers, which were published on May 7, 2013.

S&P will publish individual analytical reports on the marinemutual insurers identified below, including a list of ratings onaffiliated entities, as well as the ratings on subordinated debt.

* Delaware Slated for New Judge Amid Court Money Crunch-------------------------------------------------------Michael Bathon, substituting for Bloomberg News bankruptcycolumnist Bill Rochelle, reports that Delaware's Bankruptcy Court,the busiest in the country for Chapter 11 filings, is getting anadditional judge to help handle what officials see as a "full-blown crisis," the subject of a Senate hearing July 23.

According to the report, the court, based in Wilmington, has acaseload justifying a dozen judges, while it has only half thatnumber now, Chief Delaware U.S. District Judge Gregory M. Sleet,who oversees the bankruptcy unit, said in his 2013 annual report."The seventh judgeship is important and funding it is obviouslynecessary," Democratic Delaware U.S. Senator Chris Coons,chairman of the Senate Judiciary Subcommittee onBankruptcy and the Courts, said in a statement.

The report notes that Sen. Coons was slated to hold a hearing onJuly 23 in Washington to discuss impact of the federalgovernment's spending sequestration on the courts.

"A full-blown crisis awaits us" in Delaware as the bankruptcycourt deals with 28 percent in budget cuts over three years,necessitating the elimination of 23 of 72 office employees and afurlough program "whereby all staff of the clerk's office take oneday every two weeks, without pay, equating to a 10 percentdecrease in their salaries," Judge Sleet wrote.

The report discloses that some of the largest bankruptcies filedin 2013 in Delaware include marketing solutions company, Dex OneCorp., which filed on March 17 with assets of $2.84 billion anddebt of $2.79 billion; lead battery maker, Exide Technologies,which filed June 10 with assets of $1.89 billion and debt totaling$1.14 billion; and Vodka seller Central European DistributionCorp., which filed April 7 with assets of $1.98 billion and $1.73billion in debt.

* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of Augsburg, 1459-1525--------------------------------------------------------------Author: Jacob StreiderPublisher: Beard BooksHardcover: 227 pagesList Price: $34.95Review by Gail Owens HoelscherBuy a copy for yourself and one for a colleague on-line athttp://is.gd/UAP0Zb

Quick, can you work out how much $75 million in sixteenthcentury dollars would be worth today? Well, move over Croesus,Gates, Rockefeller, and Getty, because that's what Jacob Fuggerwas worth.

Jacob Fugger was the chief embodiment of early Germancapitalistic enterprise and rose to a great position of power inEuropean economic life. Jacob Fugger the Rich is more than justa fascinating biography of a powerful and successfulbusinessman, however. It is an economic history of a golden agein German commercial history that began in the fifteenthcentury. When the book was first published, in 1931, The BostonTranscript said that the author "has not tried to make anexhaustive biography of his subject but rather has aimed to letthe story of Jacob Fugger the Rich illustrate the earlysixteenth century development of economic history in which hewas a leader."

Jacob Fugger's family was one of the foremost family in Augsburgwhen he was born in 1459. They got their start by importing rawcotton, by mule, from Mediterranean ports. They later moved intosilk and herbs and, for a long while, controlled much ofEurope's pepper market.

Jacob Fugger diversified into copper mining in Hungary andtransported the product to English Channel and North Sea portsin his own ships. A stroke of luck led to increased miningopportunities. Fugger lent money to the Holy Roman EmperorMaximilian I to help fund a war with France and Italy. Miningconcessions were put up as collateral. The war dragged on, theEmperor defaulted, and Fugger found himself with a Europeanmonopoly on copper.

Fugger used his extensive business network in service of thePope. His branches all over Europe collected payments due theVatican and issued letters of credit that were taken to Rome bypapal agents. Fugger is credited with creating the firstbusiness newsletter. He collected news of evolving businessclimate as well as current events from his agents all acrossEurope and distributed them to all his branches.

Fugger's endeavors wee not universally applauded. The sin ofusury was still hotly debated, and Fugger committed itwholesale. He was sued over his monopoly on copper. He wasinvolved in some messy bribes in bringing Charles V to thethrone. And, his lucrative role as banker in the sale ofindulgences, those chits that absolve the buyer of sin, raisedthe ire of Martin Luther himself. Luther referred to Fuggerspecifically in his Open Letter to the Christian Nobility of theGerman nation Concerning the Reform of the Christian Estate justbefore being excommunicated in 1521. Fugger went on, however, tofund Charles V's war on Protestanism and became even richer.

Fugger built many churches and buildings in Augsburg. He wasgenerous to the poor and designed the world's first housingproject. These buildings and lovely gardens, called theFuggerei, are still in use today.

A New York Times reviewer said that Jacob Fugger the Rich, abook "concerned with the most famous, most capable, and mostinteresting of all [the members of the Fugger family] will be asinteresting for the general reader as for the special student ofbusiness history." This observation is just as true today as in1931, when first made.

Jacob Streider was a professor of economic history at theUniversity of Munich.

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Monday's edition of the TCR delivers a list of indicative pricesfor bond issues that reportedly trade well below par. Prices areobtained by TCR editors from a variety of outside sources duringthe prior week we think are reliable. Those sources may not,however, be complete or accurate. The Monday Bond Pricing tableis compiled on the Friday prior to publication. Prices reportedare not intended to reflect actual trades. Prices for actualtrades are probably different. Our objective is to shareinformation, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy orsell any security of any kind. It is likely that some entityaffiliated with a TCR editor holds some position in the issuers"public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies withinsolvent balance sheets whose shares trade higher than $3 pershare in public markets. At first glance, this list may look likethe definitive compilation of stocks that are ideal to sell short.Don't be fooled. Assets, for example, reported at historical costnet of depreciation may understate the true value of a firm'sassets. A company may establish reserves on its balance sheet forliabilities that may never materialize. The prices at whichequity securities trade in public market are determined by morethan a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in eachWednesday's edition of the TCR. Submissions about insolvency-related conferences are encouraged. Send announcements toconferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filedChapter 11 cases involving less than $1,000,000 in assets andliabilities delivered to nation's bankruptcy courts. The listincludes links to freely downloadable images of these small-dollarpetitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book ofinterest to troubled company professionals. All titles areavailable at your local bookstore or through Amazon.com. Go tohttp://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday editionof the TCR.

The Sunday TCR delivers securitization rating news from the weekthen-ending.

For copies of court documents filed in the District of Delaware,please contact Vito at Parcels, Inc., at 302-658-9911. Forbankruptcy documents filed in cases pending outside the Districtof Delaware, contact Ken Troubh at Nationwide Research &Consulting at 207/791-2852.

This material is copyrighted and any commercial use, resale orpublication in any form (including e-mail forwarding, electronicre-mailing and photocopying) is strictly prohibited without priorwritten permission of the publishers. Information containedherein is obtained from sources believed to be reliable, but isnot guaranteed.

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